


Revolution In My Bedroom

by eledhwenlin



Category: Panic At The Disco
Genre: M/M, Podfic Available, Polyamory
Language: English
Status: Completed
Published: 2011-03-27
Updated: 2011-03-27
Packaged: 2017-10-17 08:26:09
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 26,032
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/174854
Author URL: https://archiveofourown.org/users/eledhwenlin/pseuds/eledhwenlin
Summary: <blockquote class="userstuff">
              <p>Spencer loves Brendon. Brendon loves Spencer and Shane. This is slightly confusing for Spencer.</p>
            </blockquote>





	Revolution In My Bedroom

**Author's Note:**

> Originally written for bandomvalentine.
> 
> OMG, it really takes a village. I wouldn't have finished writing this story without the cheerleading and encouragement provided by Kinetikatrue. My heartfelt thanks to go Reni for the speediest beta ever and to Allyndra for her beta notes. You are all rockstars. <3
> 
> And now it's available as podfic! Knight_tracer was so kind to record it: http://knight-tracer.livejournal.com/47076.html

Spencer's bored out of his mind. Around him, people are drinking too-cold wine and whispering in hushed voices about the photographs displayed on the walls. Spencer glares at the glossy black and white picture of a dead tree in front of him.

At least Ryan's having fun. Spencer's a bit miffed that Ryan dragged him to this stupid exhibition, claiming that he was way too nervous to face Jon Walker himself, only to abandon Spencer instantly when Jon stepped up to them.

It's kind of amusing to watch them. Ever since Jon agreed to illustrate Ryan's latest short story collection, Ryan's been walking around with starry eyes. "He's so talented, Spence," Ryan said in his awe-struck voice. "He's perfect for the job, and I can't believe he's really doing it."

Spencer absolutely can believe it. He also believes that Jon wants as much into Ryan's pants as much as Ryan wants into his. Watching them reminds Spencer of a dozen different high school comedies, where there's a lot of pining and misunderstanding going on until everyone's living happily ever after. They are both beaming at each other and their intent is obvious to anyone except themselves. It makes Spencer's head hurt.

He even tried to gently nudge Ryan into action, but Ryan only told him that Jon was special. And then kept on repeating it. If Spencer never hears that sentence again, it will be too soon.

So Spencer finds himself in an art gallery, surrounded by people he doesn't know, drinking wine and pretending that he belongs here. Ryan and Jon have wandered away. Spencer wouldn't have any qualms about interrupting them, but Jon is smiling and his hand is on the small of Ryan's back. His head's tipped forward, as he's listening to Ryan, so Spencer guesses that tonight might be the night.

While he's happy for Ryan, because Ryan deserves to be happy, it still leaves Spencer all by himself in a place where he feels so foreign that he might as well have a neon blinking sign over his head, saying _outsider!_

Spencer decides to take a look at the remaining exhibits. At the least it'll kill some time until either Ryan remembers Spencer exists, or Spencer feels comfortable leaving. The exhibition just opened, and if Spencer left now, he'd be the first person to leave, which makes him feel uncomfortable, like he'd be publicly declaring his disinterest in art. He should at least try to pretend to be interested.

Most of the exhibited photos are artsy. There are a few interesting monochromatic ones, but mostly they tend to have the same subject manner: streets, buildings, trees, the sky. Spencer slowly strolls through the room, wondering what the appeal is. Why photograph inanimate stuff? It's what Jon prefers, and Ryan has explained why, but Spencer didn't pay attention.

It's not until Spencer enters the second room that he realises that there two parts to this exhibition. This room is filled entirely with photographs of people. Not portraits--there are also weird perspectives and sometimes only body parts are in the pictures, an arm or a leg. Spencer is fascinated by them.

One group of pictures takes his breath away. All the people are naked and, although there's nothing sexual about the pictures, they seem erotic. There's someone laughing, head thrown back, his face only half-visible, his long neck and his naked chest. Another shows two legs, crossed at the ankles, up high until the soft swell of someone's ass. The legs are hairy, so it's a guy.

Spencer can't look away, has to examine each picture and find out what makes them special. He doesn't know how long he's been standing there, when someone next to him clears their throat. Spencer looks up, blushing. He feels weird, like he's been caught in the act, but that's the whole point of an exhibition, looking at the art, right?

The guy next to him is smiling gently. "Yes, Valdez has a gift for interesting subjects."

Spencer doesn't know what to say, so he nods. He has no idea what makes these photos so captivating, not even after staring at them for so long. He knows that he wants to keep looking at them, turn them upside down and keep them.

The guy is looking at one photo in particular. It's someone's eyes, dark and huge. You can't even see the rest of his face save for a sliver of forehead and the hint of a nose. The eyes dominate the picture and Spencer wants those eyes to look at him. It's perhaps the best piece Spencer's seen all day. "He also has a gift for making his models comfortable," the guy says and it takes Spencer a moment to connect it to their earlier not-quite-conversation.

"Valdez?" he asks, trying to make sure he's gotten the name right.

"Yes," the guy replies. "Photos show every small feeling." He points to one in particular. It's a back, nothing special, with long blond hair covering most of the skin. "This is the weakest one," the guy tells Spencer. Spencer nods, but wonders why the guy's still talking to him. Spencer doesn't have any opinions except _pretty_. The guy's still smiling--perhaps he's flirting, but if he is, he's even more out of practise than Spencer.

"He couldn't get her to settle down and it shows in the tension in her back. It stands out like a sore thumb in the whole collection."

Spencer frowns. "How do you know that wasn't intended?" He's learned from Ryan that bad reactions are sometimes intended by the artist.

The guy smiles and looks at Spencer indulgently. "Perhaps I don't," he says. He wanders away, and Spencer's struck with the idea that he's said something stupid. He takes one last look at the photos and decides that now is as good a time to head home as any other. He's had his share of "culture" tonight, and he's confused. He doesn't like feeling dumb.

Finding Ryan isn't hard. He's still glued to Jon's side. Spencer suppresses a sigh. He's not sure who's more pathetic, Spencer for being captivated by a few photographs, or Ryan for being captivated by an actual human being and lacking the courage to do anything about it.

"--and see, this is where he tried to capture the sunlight," Jon's explaining, pointing at something in a blown-up photograph of what seems to be a dead bush. Ryan's nodding animatedly. Spencer feels slightly embarrassed for Ryan, because Ryan's so fucking obvious and Jon's so stupidly oblivious and Spencer can't take it anymore.

"I'm going home," he says, interrupting Jon. They both look at him. Ryan seems a bit befuddled.

"Already?" Ryan asks. Spencer bites his lips, so he doesn't scream.

"Yes," he replies, a bit more vehemently than strictly required. "I'm done looking at photography." Spencer turns on his heel and marches out of the gallery. He ignores his phone until he's home, safely ensconced in his bed.

 _sorry:(_ is Ryan's message. Spencer sighs. He texts back _np, go get your man_. Ryan doesn't reply to that.

Spencer's dead tired, but sleep's elusive. Every time he closes his eyes, he sees those eyes. It's easy to put them on a face, imagine a smirk on the mouth. Spencer's hard, thinking about those eyes, and god, he has to get laid soon. Right now it's enough to sneak his hand into his boxers. The eyes, they are captivating. He sees the smirk, the slightly raised eyebrow. It feels like they are mocking him, asking him _Wouldn't you want to know the rest of me? Wouldn't you?_. Spencer's breathing hard, and his fist is moving fast on his cock because this feels fucking good.

Then he imagines the face that belongs to those eyes, smirking, and he comes with a hoarse cry.

Spencer's kind of awed. He doesn't think he's come from thinking about a face since he was, like, fifteen, and even thinking about stupid pop tarts made him go hard. But he feels good and relaxed. He rolls over and goes to sleep.

~~~***~~~

The problem, however, is that even after Spencer wakes up and goes to work and does all his regular stuff, he still can't stop thinking about the photograph. He manages three days before he cracks.

"So," Spencer says, "I have a question." He feels kind of stupid asking Ryan, but he figures if he can see the damn thing again, it'll pass. Like, when he gets addicted to a stupid video on YouTube. When he returns to those old favourites after a while, they're never as funny or awesome as they once seemed. Spencer hopes this'll end up being one of those crazy obsessions. The photograph totally isn't as awesome and deep and fascinating as he remembers.

"What?" Ryan asks. He's currently texting someone. Spencer hopes it's Jon, because he doesn't want to have to watch any more pining.

"Those photographs we other saw the other night, you know, the ones at Jon's exhibition."

This gets him Ryan's full attention at least. Ryan puts down his cell and quirks one eyebrow at Spencer. "Yeah?"

"Was that like a one-time thing? Or could we, like, see them again?" Spencer fidgets. He doesn't know why he's so nervous about this.

"No," Ryan says slowly, in his _this is ART and you should KNOW this_ voice, "the exhibition runs all week. Why?"

Spencer shrugs. Fortunately, he totally made up a reason for wanting to go back. Spencer's not about to admit that he's got a fucking eternal boner for a pair of eyes. "I saw something there that I think my mom would like. For her birthday."

Ryan says, "Oh."

Spencer waves his hand. "If they even want to sell their stuff." Back before Spencer met Ryan's crazy friends, he figured that artists wanted to have apartments and cars and thus weren't averse to selling their art. Boy, was he wrong. During his first party at Ryan's apartment, Spencer got into a fight with someone who thought that art should be done for art's sake and that selling anything was an insult to art. Spencer had pointed out that not all artists wanted to starve, the other guy had complained about all the sell-outs, and it had gone downhill from there.

"Dude," Ryan says, "I'm pretty sure everyone who was there is looking for sales. Jon's already sold some."

That's how Spencer ends up with the photograph. It's cheap, only 20 bucks. Because it's the last day, he can take it home instantly.

He also finds out that the photo hasn't lost anything of its mystery. Now that he can study the photo in detail, all alone, it's even more enthralling. Spencer jerks off a grand total of five times before he admits defeat.

Fortunately, Ryan's finally put the moves on Jon. To no one's surprise but Ryan's, he said yes to a date and ever since they've been conjoined at the hip. Spencer feels a bit bad when Ryan apologises for being such a bad friend. Spencer wants Ryan to ignore him for a bit, until Spencer has got his head back on straight again.

It leaves Spencer with a lot of free time. He hadn't been aware how much time he spent with Ryan and how few friends he has that he wants to hang out with. It's kind of depressing. On the other hand, Spencer's apartment has never been this clean. Also, he's never watched this much porn in his life. He always goes back to the photograph, though. Spencer thinks he might have a problem.

Spencer blames Ryan deserting him for greener pastures (or at least pastures more inclined to make out with him) and his subsequent lack of distraction, when he finds himself googling for Shane Valdez.

He's not surprised to find that Valdez has a homepage. The fact that there's a shop delights him. Valdez has sorted his photos also by model, which is interesting. There are quite a few people on there, but Valdez seems to prefer one model, a B. Urie. His section is by far the largest. Spencer can feel his heart beating faster as he scrolls quickly through the thumbnails. When he finds the photo he bought, he thinks his heart stops for a second.

Spencer takes his time looking at all the individual shots. By the time he's done, he has another 25 tabs open. There's one picture of B's back, strong hard lines that evoke in Spencer the conflicting feelings that he wants to both feed him (because he could totally do with a few more pounds), and fuck him through the mattress.

That night Spencer closes his laptop feeling sick with himself. He's perving on some complete stranger. He determinedly does not jerk off that night, refuses to, wants to keep a little bit of moral integrity.

The next morning Spencer buys another five photos, among them the one of B's back.

Spencer manages to put the whole thing out of his mind, thankfully. There's a shit ton of stuff to do at work; Jackie breaks up with her boyfriend and nobody'll tell Spencer why, so he thinks he has grounds to drive to Las Vegas and break down his door and have a talk with him; Ryan's in seventh heaven for once, but Spencer hasn't stopped worrying about Ryan in twenty years, he's not about to start now.

So when he gets a large envelope, he doesn't have any idea what that is. The prints fall out and scatter on his kitchen table. Spencer sits down hard. His hand's shaking when he reaches for the prints. Suddenly he's hard, and he thinks _fuck_. Then he notices the letter. Valdez has written him a note. _Sorry!_ , it says, _I was out of town for a photo shoot and didn't get around to sending out the prints until this week. I hope you enjoy them! Brendon was delighted to hear that he's got a new fan. He says hi and please keep buying more of my art so I can keep him in the manner of living he's accustomed to. Thank you for buying these prints! Shane Valdez_

Spencer puts his head down on the table and groans. _Brendon_ , he thinks. _Brendon Urie_. Now he has a full name.

Spencer's so utterly, completely, totally fucked.

~~~***~~~

Spencer buys frames for the prints, but he doesn't put them up. It feels weird, displaying them when they're what Spencer thinks about late at night. He doesn't want to hang them in his living room, make idle conversation about them at parties and when Ryan's over. And, fuck, Ryan would ask. Ryan wouldn't stop asking questions until he's got the full truth out of Spencer and that's not-- no, Spencer can't do that.

But putting them into a drawer, out of sight and out of mind feels like lying. Spencer wants to look at them, because they mean something to him, and he can't bear the thought of keeping them locked up. That makes the whole thing even worse, like those prints are a dirty secret Spencer has to hide. They're not. Spencer likes looking at them.

So he compromises and puts them up in his bedroom. When he lies in bed, he can look at them. By now he doesn't need to see them to know what they show. He's studied them all so many times that he knows every freckle and every hair. If Spencer had an ounce of shame left in his body, he'd feel like the creepiest creep ever.

~~~***~~~

Life goes on. Jackie finds a new boyfriend, someone "much nicer," so Spencer's mollified on that front. He makes plans to go home for Christmas, which he's looking forward to. Ryan continues to be happy with Jon, but Spencer chalks that up to Jon being the most easy-going dude he's ever met.

Spencer continues to check Valdez's website. He buys a few more prints. Each time he gets a note from Valdez. It's kind of endearing and kind of weird.

Still the e-mail's a surprise. Spencer can't decide whether it's a good or a bad one.

_Hey,_

_I have another exhibition coming up this month. I figured you'd might like to see some of my newer stuff._

Attached is a pdf with the announcement. It's a local art gallery, slightly bigger than the last one. Spencer notes the day and time and doesn't think he'll go.

~~~***~~~

The gallery's brightly lit. Spencer feels stupidly overdressed in his black button-up and slacks. A waiter offers him a glass of wine and Spencer takes it gladly. There are more people here than he expected. Spencer's a bit late and he's missed the introductory speeches. The good thing is that everyone's already mingling and people are looking at the displayed pictures.

Spencer ambles along the white walls, sipping at his wine every now and then. Many of the exhibits are about Brendon, but Spencer finds it surprising how many aren't. Whenever he visits Valdez's homepage, he goes straight to Brendon's section. He's never realised how many diverse models Valdez uses.

Spencer's not quite sure whether he's stalling, trying not to go straight for the photos of Brendon, trying to make the new impressions last, when a photo of a girl catches his eye. She's laughing, mouth wide open, and the sun is shining directly into the lens, creating an interesting effect. Spencer's learned a lot in the intervening months about photography; it's kind of hard not to when you spend that many hours browsing pictures.

The next few are all black and white photographs of Brendon. If Spencer were a better person, he'd feel bad about the fact that he can identify Brendon in any picture by a random freckle.

There's one where Brendon seems serious, somber even. He's looking down, and mostly it's his profile and his neck. Spencer would even go so far as to say he seems sad. Spencer thinks he has found the one picture he has to take home tonight. He can't stop looking, has to follow the long lines of Brendon's neck up to his ears, his jawline, the way his hair falls.

Spencer feels someone sidle up to him, stand right next to him, almost crowding him. He's sure that this isn't proper etiquette. He steps forward a little, pretending to study the picture in detail. He hopes the person will take the hint. He can't see them properly, a dark figure in his peripheral vision. They follow him. Spencer feels embarrassed, like he's been caught in the act of doing something wrong. He feels irrationally angry at the intruder, who effortlessly popped Spencer's personal bubble and makes him feel exposed. Spencer turns around to snap at them, whether they'd never heard of such a thing as personal space, but he finds himself face to face with a grinning, obviously amused Brendon.

"Uh," Spencer says. His cheeks heat up, and he prays that he's not blushing, but if Brendon's delighted grin is anything to go by, Spencer's beet red. He thinks he should say something, but his mind is blank.

Brendon grins and his eyes sparkle and it's. It's blowing Spencer's mind, realising that Brendon is in fact an actual human being, and he keeps noticing all these little things that photographs can't capture. Brendon's fidgeting, constantly tapping his fingers or his feet.

"I saw you looking at the picture," Brendon says, still grinning. "When you hadn't moved in five minutes, I figured I should introduce myself." He sticks out his hand. "I'm Brendon Urie," he says, "although you can also call me God."

"I, um, Spencer," Spencer manages to press out while he takes Brendon's hand. He wants to bang his head against the wall because seriously. He can't even use full sentences anymore. "I mean, my name's Spencer," he tries again, still fighting his blush.

Brendon's openly giggling at him, and that should not be this cute. "This is awesome. Wait," he says, "Spencer? Like Spencer Smith?"

"Uh, yes," Spencer says. He doesn't want to know how Brendon knows his last name, except he has a theory and he doesn't particularly like it.

"Oh my god," Brendon says gleefully, "Shane's told me about you. Apparently you're my biggest fan." He looks at Spencer like that's the best thing he's ever heard, which kind of makes Spencer feel better. A little bit. He's still mostly feeling like a huge creep, but at least his creeping doesn't seem to weird Brendon out.

"Um," Spencer says, because he's not sure how to respond. He doesn't think _I like jerking off looking at your picture_ would work in his favour to make him less creepy.

"Hey." Brendon bumps Spencer's shoulder with his own. Spencer doesn't think he's ever been touched this much by a stranger. It feels weird, because part of him is still going _live action porn fantasy!_

"I don't mind," Brendon adds. "It's cool. I don't think I've ever had a fan of my own before." He smiles, and it's a little bit self-deprecating, and Spencer feels the need to show how much of a fan he is. "Mostly people buy photographs because they like what Shane can do with the lighting and stuff, so ..." Brendon shrugs. "It's sweet, I mean to say."

Spencer's face doesn't feel as hot anymore. "He makes you look ... captivating, I guess." He gestures at the picture he's been looking at. "Like there's a story behind every picture."

Brendon smiles at him. They both look at the photo. It feels companionable and would almost be comfortable, if Spencer weren't so aware of Brendon's vicinity. He's wearing a red shirt with a brown cord jacket and he looks at home with all the artsy types. Spencer's overcome by a wave of want. He has to close his eyes and think, _this is not for me_. But when he opens them again, Brendon's looking straight at him. He's smirking--yes, that's the word for it, it's a smirk, mischievous and with intent, and it's making Spencer dizzy.

"I think you should buy it," Brendon says. "It would fit in well with your collection."

"Um," Spencer says and he has lost all his eloquence. He was on the fucking debate team in high school and now he can't even make idle small talk.

"I have to go now," Brendon says. "Mingle and all that." He steps away and then turns back with a blinding smile. "I hope we'll meet again, Spencer Smith."

Then Spencer's standing all alone in front of the photograph. He's simultaneously cold and overheated, and he's not sure he understands what happened. The experience leaves Spencer reeling, though. He's now hyperaware that Brendon's an actual person. Sometimes he wonders whether this is a thing everyone goes through. Like people meeting their idol and then being disappointed because they are ordinary people like themselves. Except Brendon's not ordinary, and him being real is not reason for disappointment. If anything, it makes Spencer's imagination go into overdrive. It's like suddenly he has realised that if he wanted to, he could possibly even hook up with Brendon.

He does buy the photograph. When he leaves, he catches sight of a familiar cord jacket and turns his head. Brendon's hanging off someone's arm. It's the guy who spoke to Spencer at the first exhibition. That is the first startling realisation. The second is that they're holding hands. Spencer feels something break a little inside. Brendon's looking at Valdez and he's smiling broadly and he's radiating happiness. Spencer feels angry at himself. He should've known. Somewhere between the three dozen photographs he's bought and their conversation he should've figured out that Valdez and Brendon--no, Urie, Spencer tells himself, he has to call him Urie, get some distance between them, but he can already tell it's doomed to fail--that their relationship was more than photographer and model.

Spencer resolutely turns around and leaves, goes straight home. When he's lying in bed, he starts thinking about Brendon, though, the way he smiles and can't stand still and how his hair falls and how great his mouth looks in real life. When he comes, Spencer blacks out for a little bit. He feels a bit sad, afterwards, but he thinks if this is all he's gonna get, he wants it. He's not hurting anyone by fantasizing. Better than trying to break up a happy couple. That's not Spencer's style.

~~~***~~~

  
Ryan notices something's up and he takes Spencer to his favourite record shop. This is how Ryan doles out comfort. It does the trick. They heckle cover art and bad hairdos, try to analyse Top 40 chart hits. It's relaxing, old and familiar, and Spencer finds himself cheering up for the first time in days.

"No, fuck you," he says to Ryan. "It's a great song. Just because people can make sense of the lyrics without having an English degree doesn't mean you get to deride it."

"It actually is a great song," someone else throws in, and Spencer startles. Brendon's standing in the next aisle and he's smiling at them. "Hi," he says. "Hi, Spencer."

Part of Spencer's ridiculously happy that Brendon remembers his name, the other part's freaking out right now. "Um, hi, Brendon," he says. Ryan immediately straightens up and eyes Brendon with interest, mustering him from foot to head.

Brendon keeps smiling, though. "Fancy meeting you here," he says. "You were gone pretty fast the other night."

Spencer thinks Brendon sounds a little bit disappointed, but he must be imagining things. "Hm, yeah, I was tired," he says. He can practically feel Ryan vibrate with curiosity. Spencer has no idea how to get out of this situation. "Um, are you looking for anything in particular?"

Brendon's carrying some CDs. "Nah, just looking around," he says. "I was in Guitar Center to pick up some new strings, and it's kind of impossible not to drop by the record store if I'm already here." He grins crookedly and Spencer wants to swoon.

"You play?" Ryan sounds carefully disinterested, in that way that screams _tell me all about it_.

"Yeah," Brendon replies. "Mostly I play the guitar. And some drums."

"Spencer plays the drums, too," Ryan injects carelessly, and Spencer has got to get a new best friend. Brendon looks at him with wide, happy eyes.

"We should have a jam session," he says, and his voice drops a little at the end and it drives goose bumps all over Spencer's skin.

"Um, we should," he says weakly. He thinks he's blushing again, and he's half-hard, and he hasn't felt this uncomfortable since he was a freshman in high school and got hard at the drop of a pencil.

Brendon's grinning again, that little half-smirk that makes Spencer thinks his intentions are not completely pure. "Good," he says, "then I need your number. Are you free tomorrow?"

Spencer starts because, dude, _tomorrow_ , he needs a good excuse, but Ryan messes everything up. "He's free," Ryan says. He's smirking, and Spencer wants to die in shame. Brendon's already got his phone out and looks at Spencer expectantly.

"I--" Spencer can't give Brendon his number. He can't piece together his old cell phone number, though, he can't remember any numbers at all, and this is what shock must feel like.

Ryan reaches for Brendon's cell and he calmly enters something. Then Spencer's phone in his pocket rings and cuts off instantly. "There you go," Ryan says, calm as you please, and hands Brendon his cell. "Now you even can be sure that you got the right number." He winks at Brendon who winks right back, grinning over his whole face.

"Thanks," Brendon says cheerfully. He looks at Spencer and beams. "2 o'clock good for you? I can text you the directions."

Spencer manages a nod. "2pm's fine," he hears himself saying, but it doesn't feel like it's himself. He must be dreaming. Except he wouldn't dream how his shirt clings to his back and how his cheeks feel too hot.

"Okay." Brendon looks delighted. "It's a date, then." Spencer kind of wants to die.

Brendon turns away with a cheery little wave and he is positively bouncing over to the cashier. Spencer watches him the entire time, as Brendon pays and leaves the store. Outside he turns back to look inside and gives them another wave. Spencer waves back before he knows what he's doing. Once Brendon's out of sight, he buries his face in his palms.

"I hate you," he tells Ryan with all the passion he can muster. "You're a sorry excuse for a best friend."

"Oh my god," Ryan says and he's laughing. "Seriously, did you forget how to flirt with cute boys? You got to hang out more with me."

"Fuck you," Spencer says. "I can totally still flirt." He rubs his eyes. "Brendon's got a boyfriend," he says quietly.

"So?"

Spencer sighs. "Not everyone's got your morals. I'm not going to budge in on that."

Ryan shrugs. "Just saying, it seemed kinda like Brendon wouldn't mind all that much if you were up for a little budging."

"God, can we stop talking about this now?" Spencer doesn't feel relaxed anymore at all.

"Fine," Ryan says, "don't forget that I got you a date."

"Not talking about this anymore," Spencer says forcefully. Ryan lets it drop. Spencer's lost the fun in browsing, though. Ryan seems to be at least a little bit sorry, because he takes Spencer to his favourite shoe store and for an iced coffee. It's as good an apology as Spencer's ever gonna get.

~~~***~~~

Brendon texts him directions to his house that evening. It's not very far from Spencer's apartment. He even considers going for a minute, but he doesn't think he can spend a minute alone with Brendon without going out of his mind. Spencer's got that creepy stalker vision down pat, and by now he's completely weirding himself out.

Spencer's still trying to figure out a way how to politely cancel, when Brendon calls him. "Hey," he says, his voice warm. A dog's barking in the background. "I wanted to make sure my directions were understandable."

"Hi," Spencer manages. It's easier to talk like this, with Brendon not in the same room. "They are. It's only like fifteen minutes or so from my place."

"Oh, that's good," Brendon says. "So, listen ..." He trails off. It doesn't sound like he's about to cancel on Spencer, but his heart is beating faster anyway. Spencer doesn't know whether he's hoping that Brendon will say something like _Sorry, something came up_ , or whether he's hoping that he won't.

"Yeah?" Spencer prods carefully.

"This afternoon, I ... I was wondering whether, well, I'm ..." Brendon sighs. "I've been told I can come on a little bit too strong," he says. "I can be, uh, pretty enthusiastic, and I don't know that many people who play drums around here, so."

Spencer laughs. "You live in L.A.," he says. "You can't move here without dripping over a musician."

"Yeah," Brendon says, "but they usually sing or play the guitar. Drumming's like a lost art to them."

"I like drumming," Spencer says and he immediately feels stupid.

"I know," Brendon replies. "So, tomorrow, 2pm?"

Spencer has the sinking feeling that he's not going to get out of this. He's not sure he wants to. Seeing Brendon is terrifying, like Brendon will be able to see every dirty thought Spencer's ever had about him, and there are many them. Not seeing him feels as bad, with Spencer caught in this obsession with no way out. Perhaps getting to know Brendon better will take care of that.

"Yeah," he says. "2pm, sharp."

Brendon laughs at him. "See you then," he says and hangs up.

"Bye," Spencer whispers. He ends the call and sprawls on his couch. He's going to be so, so fucked.

~~~***~~~

Going to Brendon's feels like a dream. It reminds Spencer of going to college, of that disbelief that he was leaving until he was sitting in the plane with only one suitcase and his backpack. Like back then, he's terrified and exhilarated at the same time. He arrives at Brendon's exactly one minute to 2 o'clock. It's a little house with a small fence surrounding the garden. It looks like someone's home.

It feels a little bit weird to walk up to the door and ring the bell. There are two names on the mailbox: _S. Valdez/B. Urie_. It's a painful reminder that Spencer has no idea what the hell he's doing here.

When Brendon opens the door, he's a little bit out of breath. "Hi," he says brightly. A small dog is dashing around his legs. "This is Bogart," Brendon laughs. "He's a little bit enthusiastic."

Spencer grins. "Like you?"

Brendon grins at him from under his bangs. "Yeah, pretty much," he says. "But come inside, it's fucking hot outside."

The hallways is nicely cool. "I'm used to worse," Spencer says. "I grew up in Las Vegas, so-"

"Really?" Brendon beams. Spencer nods. "That's fucking awesome, me too."

"You're from Vegas?" Spencer blinks.

"Yeah." Brendon shrugs. "I left after high school and I never looked back." He's leading Spencer through the house. "So here's my music room," he explains.

"Sweet," Spencer says. Brendon has a full kit built up, an upright piano at the other wall and several guitars put up on stands. Spencer catches sight of an accordion. "Is there anything you don't play?"

Brendon grins shyly. "I pick up instruments easily," he says. "So any songs you feel like playing?"

"Um," Spencer says. He hasn't thought this far ahead.

"No?" he ventures.

Brendon laughs. "Okay," he says. "I have actually a pretty diverse taste, so something easy to start with--the Beatles? Everyone loves the Beatles."

Spencer relaxes. Ryan went through this intense hippie phase. As his best friend, he thought it his duty to educate Spencer on the genius of John Lennon and Paul McCartney. "Yeah, we can do that."

" _Help_?" Brendon grins.

"Sure," Spencer shrugs. He sits behind the drum kit with a little trepidation. It's been a while, but it's all muscle memory. He messes up the first verse, but Brendon just smiles and counts them back in. Slowly Spencer gets back into the familiar movements.

Brendon plays the guitar and sings. His voice is beautiful, and if Spencer were pressed, he'd say that Brendon was showing off his vocal range, by the way he keeps glancing at Spencer, grinning mischievously. By the end of the song, Spencer's uncomfortably hard behind the kit and kind of afraid to get up.

"Another song?" Brendon asks. He plays the beginning of _Hard Day's Night_ and Spencer nods. In the next hour they manage to play their way through a few increasingly more sexual songs.

After they finish "Sexual Healing", Brendon calmly puts his guitar aside. "I think this is not working out the way I intended it to," he says. He gets up and walks over to Spencer.

"Huh?" Spencer manages. Brendon's standing so close and Spencer has trouble getting his thoughts straight. He can smell Brendon, sweat and laundry detergent and musk, and it goes directly to Spencer's cock. "What do you mean?"

Brendon sighs. Then he leans down and kisses Spencer without preamble. His lips are soft and he's insistent, and it turns out that he's a great kisser. A great kisser, and Spencer can't bite back a quiet moan. Brendon grins and he pushes up closer, straddles Spencer's lap and wiggles around until he's sitting comfortably.

"Let's do this and not talk for a while, okay?" he says and Spencer's so far gone, he doesn't even care, all he wants is to keep kissing Brendon. He catalogues away all these little sensations--Brendon's hair is soft and it smells like apples, he's thin enough that Spencer can feel his ribs through his shirt. It's like the best mind trip Spencer's ever been on.

They kiss until their lips are all red and puffy. Brendon grins at him before he gently bites the skin underneath Spencer's ear. "Fuck," Spencer groans, and he rolls his hips against Brendon. Brendon pushes back, giving Spencer the friction he needs. It's fucking perfect.

Then a dog barks, and the front door opens. Brendon looks up and frowns. "That's Shane" he says and he doesn't sound too happy about it. "He wasn't supposed to be back until much later, and, um. That wasn't in my plan." Brendon brushes his mouth against Spencer's. "I'll just say hi to him real quick and then I'll come back to you, okay?"

Brendon slides off Spencer's lap and he smiles at Spencer, although he seems a bit uncertain. "Just, don't move. It'll just take a second and then, well, there's something I gotta tell you and just. Stay, please?"

Brendon's out of the door before Spencer has pulled himself back together enough to actually answer. "Um," he says, to himself. He's breathing hard, and his lips feel swollen and he's half-hard, and right now he feels so fucking confused.

Brendon told him to stay, but he seemed nervous, why would he be nervous about Shane coming home? _Roommate_ , Spencer tells himself, Shane's just Brendon's roommate, he has to be, given that Brendon had no qualms about making out with Spencer, so why was Brendon so ... so anxious and almost scared? And what plan did Brendon have? Unless ... unless Shane isn't his roommate, unless Spencer was right when he thought they were a couple and then Spencer would just be ...

Spencer gets up slowly, and he just wants to check up on Brendon, make sure everything's all right. The hallway is empty, but there's some noise in the kitchen.

"-had to finish early because the sunlight was fading, so we'll just continue tomorrow."

"That's awesome, Shane," Brendon says, and he's speaking fast and urgently and he sounds almost angry. "That fucks up my plan, oh god, why did you come home?"

Spencer's just close enough to glance into the kitchen. Shane's in front of the fridge, ostensibly getting a drink. Brendon's standing in front of him, gesturing wildly. "You haven't told him yet?" Shane asks, sounding surprised. Spencer wonders what Brendon's supposed to be telling him.

"No," Brendon says forcefully, "because you fucking came home, I haven't yet."

"Sorry." Shane seems sheepish, and he wraps one arm around Brendon's shoulders, hauling him in tight. "Sorry," he repeats and he presses a kiss against Brendon's temple. Brendon relaxes and melts against Shane--pretty much exactly how he earlier melted against Spencer, letting Spencer hold him up while they were making out. Spencer suddenly feels very cold.

"But, hey," Shane says, interrupting the quiet, "then you should go back to him and do that now."

"Shane," Brendon sounds anguished, "and what are you going to do? Hide in the kitchen? And when he decides he can't, then it'll just get really awkward when he stumbles across you."

"You have to talk to him, though," Shane says. Spencer doesn't know whether he wishes that one of them would finally say what exactly it is or whether he'd rather stay ignorant, but the thing is, from the way they're standing and touching each other it's really fucking obvious what they are to each other. Spencer doesn't want to stay to wait to hear Brendon's speech, trying to explain whatever the fuck this is supposed to be.

"I know," Brendon replies, "but you fucked up my plan. You know how I have to have the right words or they balk right away because they don't get it."

Spencer backs away from the door slowly. He thinks, _I don't want to hear this_. He thinks, _I don't want any of this_. His keys are still on the cupboard by the door, where he dropped them when he came in. He snatches them and closes the door behind him as quietly as he can. He doesn't start breathing properly again until he's parked in his apartment building's lot. "Fuck," he says and rubs his face with his palms. What the fuck did he do? What the fuck is he supposed to do now?

Spencer's cell has been ringing steadily since he left. He only made it to the next intersection before it rang for the first time, but Spencer's been studiously ignoring it. He switches it to mute and collapses on his couch. "Fuck," he repeats. This was not how he envisioned his Sunday.

~~~***~~~

To his surprise, Spencer finds out that it's easy to ignore Brendon calling or texting him. Ryan, however, is not so easily deterred and Spencer has to take his call.

"Yeah?" he says and here's where two decades of friendship pay off, because Ryan says immediately, "fuck this, I'm coming over."

Ryan has his own key. A long time ago, Spencer figured that it would be good if Ryan had one, in case of emergencies. Never mind that Ryan's the habitual key-loser. Spencer isn't sure he was thinking properly at the time.

"So what's up?" Ryan ask, while he sinks down on Spencer's couch, next to Spencer's feed. He switches on the TV.

"Nothing," Spencer says. "I don't want to talk about it."

"Nothing isn't the same thing as not wanting to talk about it," Ryan points out.

"Ryan," Spencer says. He's tired and confused and hurt. He doesn't even want to think about it.

"Okay," Ryan says without Spencer having to elaborate. "Project Runway or America's Next Top Model?"

"Project Runway." It's always fun to see people freak out about their seams. Spencer doesn't think he could take all the human drama associated with ANTM at the moment.

Ryan curls up around Spencer. He stays through most of the second season of Project Runway. It's utterly soothing. When he leaves, he asks: "Are you gonna be okay?"

Spencer nods. He has to get over this. "Yeah," he says. "Not the first time I've had a stupid crush that didn't work out anyway."

"Yeah," Ryan says, drawing out the sound. "But the first time you fell so hard so fast."

 _It wasn't fast_ , Spencer wants to say. There were months and months of looking at photographs, of imagining Brendon's hands on him, his hands on Brendon, and this wasn't fast at all.

A few minutes later his doorbell rings. Spencer gets up and gives his apartment a cursory glance. He's sure it's Ryan, coming back for his cell phone or, as on several memorable occasions, his keys. Spencer once asked him why it took him so long to figure out his keys were gone, but Ryan had just replied blithely, "But what if they were in my other pocket?"

Spencer can't spot anything of Ryan's, though. He shrugs and open the door. "So what did you forget?"

The last word dies on Spencer's lips. The person in front him isn't Ryan. It's Brendon, and he looks kind of closed off. "Can I come in?" he asks, voice quiet and soft. Spencer's heart clenches and he finds himself nodding.

Brendon walks in slowly, always glancing back at Spencer, like he's checking with him. He's fidgeting, and doesn't stop even when he sits down on Spencer's couch. It's strangely endearing, the way Brendon keeps tapping his fingers against his legs, but it's also comforting. Spencer's not the only one who's nervous and unsure about this conversation. That's at least something.

"How do you know where I live?" Spencer asks after a minute.

"Shane gave me your address," Brendon says. He's staring at the TV where Heidi's just complaining about someone's "unoriginal dress". Brendon's frowning, but Spencer doesn't think it has anything to do with the weird black-white chequered dress the poor model has to wear.

"That's probably not legal," Spencer says, and regrets it immediately. Brendon turns to look him.

"Spencer," he says calmly, "I don't give a damn about that."

"Okay." Spencer feels out of his depth. Brendon seems both vulnerable and in control and Spencer is still so, so confused. He's wanted Brendon for long enough that part of him wants to hear whatever Brendon has to say and to believe him, even if Spencer has to lie to himself, just so he can have Brendon. The other part is upset and angry and wants to say no just because, even if Brendon has the perfect, most fitting explanation ever.

"Brendon, why are you--?" Spencer startles himself by asking. "I just. What do you want from me?"

Brendon takes a deep breath. He sits up straighter and he turns to face Spencer fully. He's determined, his mouth set straight. "I have something to explain to you."

Spencer says, "Okay." Brendon nods, a quick, jerky motion. It draws Spencer's attention to Brendon's shoulders. They're tense, drawn in. Spencer thinks that Brendon looks like he's bracing himself for the impact. It makes Spencer want to hug him, open his arms wide and draw Brendon in, to hold him tight and tell him that everything's going to be all right. Brendon should never look this small.

Spencer's heart aches. It feels like there's more space between them than the five feet there really is. Spencer realises he's still standing in the door to the living room, watching Brendon.

"So." Brendon takes a deep breath. He opens his mouth and Spencer waits, but Brendon just moves his mouth wordlessly before he heaves a sigh. Then he pats the space next to him. "Come sit down, this will take a while."

"You're offering me a place on my own couch," Spencer points out. Despite his protests he's moving already, sitting down neatly next to Brendon.

"Okay, the thing, is," Brendon touches Spencer's hand, entwining their fingers. It's stupidly mesmerising. Spencer can't look away. "The thing is, sometimes I'm in love with two people at once."

"Uh, what?" Spencer asks.

"I'm polyamorous," Brendon says. "That means-"

"I know what that means," Spencer says. Brendon gives him a startled glance, but he recovers quickly and relaxes a bit. Ryan once introduced Spencer to a polyamorous couple, but their main interest had been in quick affairs. Spencer doesn't want that.

"Oh, good," Brendon says. "So, okay, for me, it means that I sometimes have two boyfriends at once."

"Brendon," Spencer says slowly, "how is that supposed to work?"

Brendon's much more open now. He leans against Spencer, bumps his shoulder and Spencer finds himself instinctively leaning in. Brendon feels hot, even through several layers of clothes. "I live with Shane," Brendon starts, "he's, uh. He's been my boyfriend since ... high school, basically. He helped me figure out my shit."

"Oh," Spencer says. "So I'm like ... a fling?"

It hurts to say because Spencer wants more, so much more. He's seen Brendon smile in photographs, and he wants to be one who makes him smile like that.

"No," Brendon says vehemently, "you're not. I like you." He's silent for a moment. "At the exhibition," he says, "before I knew who you were, I already was ... Shane would say it was love at first sight or something. I found you interesting, and you were so engrossed with the photographs. When I realised they were of me ... I wanted to talk to you. You were sweet and funny and you seemed so awe-struck by me and I'm nothing special, and." Brendon sighs. He leans more firmly against Spencer, burying his face against Spencer's sleeve. "I liked you from the first moment on," he mumbles. "When I saw you at the shop, I couldn't stop myself from saying hi."

"Okay," Spencer says because there isn't anything else to say. He's not sure how to react; it feels like Brendon is presenting Spencer a good reason not to get involved with him on a silver platter. Brendon will never have to know how obsessed Spencer is. Spencer would be able to keep his dignity. But Brendon's looking at him with hope in his eyes, like he hopes that Spencer is at least willing to try.

Brendon's hand is cold. Spencer suddenly notices that and thinks it might be important. When they made out, Brendon's hands were warm, hot even, hot and sweaty, and this. This is definitely important.

"I hope you know what you're doing," Spencer hears himself say. "Because I don't." When he leans over to kiss Brendon, Brendon's smiling.

"We can figure it out together."

Making out on Spencer's couch feels as good as making out in Brendon's music room, with the added bonus that they're both lying next to each other comfortably.

At least it's comfortable until Brendon decides he wants to move to Spencer's bed room. "Um," Spencer says, thinking of the many, many photographs he has framed on his all. Which all show Brendon.

Brendon laughs. "Oh, come on, I've lived with guys since I went to college. I'm sure your bedroom can't be worse than my old dorm room." Then he sets off to find Spencer's bedroom on his own. Spencer thinks Brendon has way too much energy for one person. He manages to get himself off the couch (his hard-on is not helping and he has to adjust himself) and follows Brendon.

Brendon's already found his bedroom, which isn't that hard, since Spencer lives in a two-bedroom apartment. He's standing eerily still in the door. Spencer starts to have a bad feeling. "Um," he says again, and he thinks that the way he can't form any proper sentences is getting embarrassing. "I, uh." _I can explain_? Explain what? How big a creep he is?

Brendon turns around, but he doesn't look terrified or upset or in the least concerned. If anything, he looks astonished. "That is an impressive collection you have there," he says.

Spencer can feel himself blush. "I-", he starts, but Brendon takes his hand and pulls him close.

"Hey," Brendon says and he's smiling. "I didn't know you were that much of a fan."

"I'm sorry," Spencer says and immediately regrets it.

"What are you sorry for?"

"It's, uh." Spencer gestures at the wall of photos. "Don't you think that's a little bit creepy?"

Brendon looks pensive. "If it is, I don't care."

"But-" Brendon kisses Spencer, deep and hot, and all conscious thought leaves Spencer's mind. If Brendon is down with Spencer's creepiness, then who is Spencer to complain?

Later, however, Brendon contemplates the wall. "So this is where you lie and look at me," he says. "For ... any sexy fun times?"

Spencer groans and hides his face in the pillow. "Please," he begs. "My afterglow. It's fading."

Brendon laughs at him. "'M teasing," he says. "But seriously, did you have any fun times? 'Cause then I want to know all about your fantasies."

Spencer blushes all over. "Not telling you," he says, which is confirmation. Spencer does tell him, though, about holding him down, or pressing him against a wall, wrists shackled high above his head, and going down on him in public, and all the hundreds and thousands of little fantasies he's thought up in the last months. Brendon vehemently does not mind. If anything, he's a bad influence, prodding Spencer to tell him more about this and that.

"Now I kind of have performance anxiety," Brendon says. "I don't know whether I can live up to all that." He's grinning, though, and Spencer hits him with a pillow.

"Don't make me all self-conscious again," he says. "It's bad enough now."

"Don't be," Brendon says. "I like that you have thought about me."

"You're weird," Spencer says.

"Perhaps. Does it matter?"

Spencer shrugs. "I don't know," he says honestly. "But right now we're good, right?"

"We are," Brendon says. He's lying half on top of Spencer, arms wrapped around Spencer's middle. It's comfortable and cozy and Spencer can almost forget that Brendon's got someone else at home.

"When are you leaving?"

"Hm?" Brendon's rubbing his face against Spencer's beard, yawning a little. "Why'd I leave?"

"I mean ... Shane."

Brendon yawns hugely now. "Shane knows where I am." He pets Spencer's arm. "Don't worry so much," he says. "Everything's fine, I told you."

If only Spencer could believe him.

In the morning Brendon kisses Spencer good bye and leaves before Spencer's fully awake. His entire body is aching. It's a sweet reminder of last night.

It's weird, kind of, knowing that Brendon's going home, and that home means not only a dog (three dogs, actually, Brendon had said), but also a boyfriend. Spencer puts all thoughts of Brendon and relationships out of his mind and goes to work.

Spencer gets a lot of work done, considering how he can't stop thinking about Brendon. Okay, that's not entirely true. Brendon was on Spencer's mind all the time before; now it's a series of memories, of knowing how Brendon kisses and how his legs wrapped around Spencer feel, instead of idle fantasies.

In the afternoon, Spencer receives a text from Brendon: _cool to text you at work, y/n?_

Spencer sends him back a _y_. Ryan texts and calls him all the time. His boss doesn't care, as long as Spencer keeps up with his work.

Then Spencer sends another one, _you can also call me_.

Brendon calls him five minutes later. "Hi," he says, his voice warm.

"Hey," Spencer replies and he thinks he's beaming like an idiot at his desk pad. "How are you doing?"

"Good," Brendon says. He sounds a bit out of breath, and in the background there's barking. "And you?"

"I'm good, too," Spencer says and he thinks he needs to buy some eloquence. He used to be good at this, too, wooing customers and placating irate investors and shit. But when he talks to Brendon, his brain stops randomly working.

Out of the corner of his eye, Spencer sees that someone's stopping in front of his office. He looks up, but Marjory, the secretary hurries away instantly. Spencer groans and resigns himself to be the topic of the newest office gossip.

"I wanted to call because ... what are you doing tonight?"

"I guess I'm going on a date."

"Oh."

Brendon sounds put off, so Spencer adds: "With you, I mean."

"Sorry," Brendon says and seems chagrined. "I thought perhaps that ... Well, anyway. We're cool?"

"Yeah," Spencer says. "We're cool."

"Awesome," Brendon says.

"So where are we going?"

"There's this little Indian restaurant," Brendon says. "I hope you like Indian, because I love the stuff."

"I do," Spencer says. He aborts all notion of trying to work and settles on beaming at his screen. "When should I come pick you up?"

"Seven thirty or so? Does that work for you? The place, it's not nice, I mean not _nice_ nice, we don't have to dress up or anything."

"That works perfectly." His Outlook shows him new e-mails, one of them from his boss, and Spencer sighs. "Sorry, I have to go now," he says. "I look forward to seeing you tonight."

"Yeah, me too," Brendon says, "bye." He sounds both shy and happy, and it's making Spencer's stomach flutter.

"Bye," he says.

After a few seconds of silence, Brendon giggles. "Okay, I see where this is going. I'm going to hang up on you now, so that you can go back to work, okay?"

"Okay," Spencer says, while he's flushing brightly. Brendon hangs up and Spencer buries his face in his hands. He hasn't been this nervous or awkward since fucking high school.

Spencer successfully manages to finish two more reports. The e-mails are quick work, nothing too pressing or too difficult, and he collects brownie points for replying his boss's questions instantly. It's a bit weird sometimes, working here. Spencer thinks he's being paid to be competent and efficient, so why is everyone so surprised to know that Spencer knows the state of his biggest clients' accounts by heart? It will never cease to baffle Spencer.

The printer room's next to the secretary's office, so when Spencer prints the last report for proof-reading, his way leads him straight past Marjory. As he walks back from the printer, she clears her throat. Spencer looks at her, one eyebrow raised. "Yes, Marjory?"

She smiles at him. That's practically unheard of, as she usually treats everyone with an air of long-suffering tolerance. Spencer remains deeply suspicious of her.

"So," she starts and her tone doesn't bode well--her voice is soft and motherly, like always people always are when they're nosy and pretending that they're happy for you, but they want to know the juicy details. "Are we having plans for tonight?"

 _WE don't have plans_ , Spencer wants to say. "Going out to a new restaurant with a friend," Spencer says nonchalantly. His voice hitches a bit on _friend_.

"Oh," Marjory says and Spencer has no idea what's so interesting about his love life. For the longest time he didn't have one and nobody cared about that. "I hope you have fun." Spencer wonders whether he should look out tonight, if none of his colleagues are spying on him, but then he gets a grip. They're not in fucking high school, even though the office occasionally feels like it.

Spencer does, however, take the opportunity to flee. He doesn't leave his office for the rest of the day, except for one meeting, but that's down the hall and Marjory can't intercept him. Sometimes, Spencer thinks, he's not particularly good at being an adult, if he's deliberately hiding from the _secretary_. On the other hand, she's the main gossip. She could totally make Spencer the office outcast.

Spencer thinks he's thinking too much about this. He thinks it might be this transference thing Ryan once mentioned--he wants to think about Brendon, but that's still too big and overwhelming, so he thinks about other stuff and makes it out worse than it is and, oh fuck, Spencer needs to stop thinking right about now or he's going to drive himself crazy. Crazier. Whatever.

He's not ashamed to admit, though, that he's a little bit relieved when he leaves work at 6pm. He's also nervous. At home he has a message from his mom and he feels guilty because he hasn't called her all weekend, what with freaking out and having sex with Brendon. He calls her back.

"Ah, the elusive son of mine," she sighs and Spencer has to grin.

"I called you last week," he says. He still calls her more than the twins combined, which is probably saying something. She's always mock-complaining about them, too.

"You sound happy," she points out next.

"Well," Spencer says. He doesn't know how to explain this. He doesn't even know where to start.

"Hm," his mom says, "too early yet? Not sure he's the right one?" Occasionally Spencer forgets that this is his mom and she knows him and she's been around for the Big Breakdown in 2003 where Spencer ended up yelling at them, "Fuck this, I'm gay, I don't want to talk about it." His mom totally knows how Spencer's brain works and that's mostly comforting and only rarely cause for concern.

"I, well, yeah," Spencer says. His mom croons delightedly.

"Oh, you can't speak in full sentences. It's serious then?"

Spencer is so grateful that she can't see him blushing over the phone. "Mom," he says. She snickers.

"Okay, tell me in your own time. Please tell me before you're running to Iowa and getting married."

Spencer swallows around the lump in his throat. "Yeah," he says. He carefully hasn't thought about marriage so far. He doesn't know what Brendon thinks about it, but he guesses that binding yourself to one person only does not fit within Brendon's life philosophy.

"I'll tell you more, when there's more to tell, okay?"

She hums and then they talk about his sisters. It's a nicely safe topic. They're living their own lives now, and his mom is totally having empty nest syndrome. She's alternately happy and sad that all her children are grown-up now. It's a mind-trip because then she alternates between being all mellow and "live your life the way you like it" and being depressed because no one calls her. Then she tries to play over her hurt and it ends up being confusing.

"I have to go now," he tells her, when it's time to get ready for Brendon.

"Don't do anything I wouldn't do," his mom says.

"Mom," Spencer says.

"Okay, I'm not saying anything more. Have fun!"

"You're the second person to wish me that today," Spencer says. "By now it's destined to doom."

His mom laughs. "Don't be so gloomy. Call me on Saturday."

"I will. Bye, Mom," Spencer says, "I love you."

"Love you, too, bye."

~~~***~~~

Brendon looks stupidly hot, although he's wearing an old washed-down shirt and jeans.

"Hi," Spencer says and grins. "Ready?"

"As much as I'll ever be," Brendon replies.

The restaurant is small. Spencer almost walks past, would have if Brendon hadn't taken his hand and pulled him inside. A waiter greets them cheerfully. "Hi, Brendon, what can I get you?"

"The menu, please," Brendon says. He leads them straight to a table in the corner.

"You come here often?" Spencer asks and then he wants to kick himself immediately. If the waiter knows Brendon by name, it's obvious that he does.

Brendon laughs. "Yeah. The food is good and cheap and they're open late. We like it here."

Spencer ignores that _we_. He doesn't know where he stands yet, and it still feels weird. "So," he says, "how was your day?"

"Pretty good," Brendon says. "The customers didn't suck too much, and we didn't run out of anything important, which is always a plus in my book."

It's right about now that Spencer realises that he has no idea where Brendon works. "Um. This might be a stupid question ..."

"Oh, no," Brendon says, "I'm sure it won't be. Come on, ask me."

"Where do you work?" Brendon's face falls and Spencer hurries to add: "I mean, you don't have to tell me, I thought-"

"No, it's not that," Brendon interrupts. He sighs. "Okay, you can't laugh, promise me that?"

"Sure," Spencer says.

"I," Brendon starts, "well, I work at the Smoothie Hut."

Spencer blinks. This wasn't quite what he expected. "Okay," he says. "That's unusual."

Brendon laughs, but it's a hard, unhappy sound. "Yeah," he says. "I'm the old loser working the menial job at the local teenage hangout."

"Hey," Spencer says. He takes Brendon's hand, squeezes it. "You're not a loser."

Brendon sighs again. "Well, yeah," he says. "Everyone else but the manager is a teenager. They're all in high school. Like, even the college kids get jobs at Starbucks of something."

"Do you like it?" Spencer asks. Brendon doesn't sound like he does.

"No," he replies. "But there's nothing else I can do."

"What was your major in college? I think a few companies in my office building have some openings, we could see whether-"

Brendon gently puts his finger on Spencer's lips. "No, thank you," he says, smiling, but his eyes are sad. "I know you mean well, but ... that won't help."

"But why?"

"I didn't go to college," Brendon says. "I left home straight after I graduated from high school, with all the money I'd saved up in my pocket. I haven't learned anything. By now it's probably too late to do anything about it." He smiles, a brave little toaster kind of smile, and waves at the waiter. "Let's think of something more enjoyable right now. Here's the menu, what do you want for dinner?"

The rest of the evening flies by. Brendon keeps ordering stuff and the waiter, Rajid, keeps bringing little dishes filled with rice and fish and vegetables. It's fun and relaxing. Brendon's feet are entangled with Spencer's, and it's pretty much the best second date Spencer's ever had.

By the time they go home, Spencer feels almost intoxicated, although he didn't drink anything.

"Drive me home?" Brendon asks, grinning.

"I can do that," Spencer replies.

When they arrive at Brendon's house, he says, "Park the car, please." Spencer doesn't hesitate and he gets out of the car when Brendon does. Brendon smiles at him and goes inside. Spencer follows him.

"Hey," Brendon says, when the door falls closed behind them. "Come here."

Spencer laughs. "Is that how you envision the end of a good date?" he asks.

"No, that's how I make it a good date."

"I thought it was great before," Spencer says softly. Brendon's shirt is soft and his skin underneath is even softer. "You don't have to make out with me because you think-"

Brendon reins him in close and shuts him up with a kiss. He pulls away a little and says: "I know. It's why I like you." Brendon tastes like curry and rice and a whole host of spices Spencer can't name.

Spencer clings to Brendon, holding him tight, but Brendon's pressing firmly against Spencer. He's hard, his hips rubbing a little against Spencer's, and Spencer thinks they need to move somewhere else or they'll end up fucking in the hallway.

He thinks they're alone in the house, which is why he startles so badly when someone suddenly hoots at them.

"Having fun?" Shane asks, grinning wildly. Spencer can feel his face heat up. Fuck, he forgot all about Shane.

"We were," Brendon says sharply, but he smiles when Shane leans in to press a kiss against his (already red, bitten and kiss-swollen) lips. The sight of it makes Spencer's heart clench and he has to look away.

"Um," he says. "I think it's late and I should-" Brendon takes his hand and Spencer closes his mouth with a loud clack.

"Stay a little while longer, please?" Brendon asks, his eyes wide. "Ten more minutes?"

It was all a lame excuse--it's not that late and Spencer usually never goes to bed before midnight anyway and he finds it inexplicably difficult to say no to Brendon. That, right there, might be the whole extent of his problem. "Okay," he says. "Ten more minutes."

Brendon's face lights up and he pulls them both, Shane and Spencer, into the living room. "That's good," he says, "because I think you two haven't met for real yet."

"Um," Spencer says again. "Brendon, I--" He doesn't know how to say _I sleep better when I pretend I'm your only boyfriend_ because that's unfair to all of them. Brendon'd told him, had mentioned the conditions and Spencer'd said yes. He hadn't realised that Brendon would want him to be friends with his other boyfriend, but in retrospect that was Spencer's fault. Brendon had played with open cards. "Okay," he says and sits down primly on the edge of the couch.

Shane sits down at the other hand, carefully leaving space between them for Brendon. Brendon gives them both a hard stare, then sighs and sprawls between them. He takes Spencer's hand, holding it tightly. "So," Brendon says, "Shane, this is Spencer. Spencer, this is Shane. I like you both a lot. Do you think we can work with that?"

Spencer gently squeezes Brendon's hand. "Yes," he says. "I think we can." Brendon beams and Shane smiles at him. It relaxes the tight knot in Spencer's stomach. Then Brendon tugs at Spencer, until he lies back against the cushions. Brendon drapes himself over Spencer's chest, his legs on Shane's lap. Shane switches on the TV, putting on some sitcom Spencer doesn't recognise. Brendon's humming quietly under his breath, and Spencer can't look away from him.

It's easy to wrap one arm around Brendon's chest, holding him firmly. Brendon smiles and entangles their fingers. Quietly they watch, or pretend to watch, the TV. Brendon falls asleep after a few minutes, sleep relaxing his features. He looks younger like this.

Spencer's startled when someone tugs on his sleeve. He looks up to find Shane watching him, bemusedly. "He likes you a lot," Shane says.

Spencer blinks. He waits for Shane to continue, but he looks at Spencer expectantly. "I ... I guess I know?"

"He's not going to admit it, but he was pretty hurt when you left without a word on Sunday."

Spencer sighs and rubs his eyes. "He was kissing you," he says quietly. "How was I supposed to act?"

"Wait for him to explain it," Shane replies calmly. "That's how." He shifts, careful not to wake Brendon up. "He deserves better than that," he says.

"I'm not going to hurt him," Spencer says. "I don't plan to."

"Be careful with him," Shane says. "Brendon tends to throw himself headfirst into every new thing. He doesn't care about being burnt until it's over."

"I don't want it to be over," Spencer whispers.

"Then you have to come to terms with his," Shane says. He's looking straight at the TV, not reacting to Spencer's glances at all.

"I'm okay with it," Spencer protests.

Shane snorts. "It's pretty obvious in the way you look at me that you're not." Shane lets that sink in for a moment. "You can't pretend that I'm Brendon's roommate. He'll still come home and kiss me hello, even if you're standing right next to him, ready to go to his room."

Spencer has never considered having sex with Brendon here. He figured that they'd always be in Spencer's apartment, separating Brendon's life with Spencer clearly from Brendon's life with Shane. He didn't expect to spend as much time at Brendon's and Shane's house as he does. "Um," Spencer says because there's nothing else he can say.

"Brendon doesn't like to be away from Bogart for a long time," Shane says. "He's Brendon's dog and Brendon does take good care of him. And this is Brendon's home."

Spencer starts to feel slightly overwhelmed. "He didn't tell me."

"I know." Shane sounds weary. "That's why I'm telling you."

"What else is there to know?" Spencer doesn't know when he moved from _perhaps I can make this work_ to _I'll do my damnedest to make this work_. He thinks he should have all the facts to even stand a chance at not fucking up every time Brendon does or says something unexpected.

"We have separate bed rooms," Shane says. "Brendon doesn't like to sleep alone, so when it's the two of us, he sleeps in my bed, but he has his own room. Um, condoms all the time."

"Okay," Spencer says.

"There is no schedule." Shane makes a complicated hand gesture. "Brendon has sex with whoever he wants to have sex with right now. He--sometimes it's difficult for him to understand that people are weirded out when he tells them that they can't fuck him because he had sex with his other boyfriend last night. For Brendon, sex is sex, and he doesn't keep track of who gets to fuck him or get a blow job or whatever."

"I wouldn't," Spencer starts, but he has no idea how to finish that.

"I'm not saying you would, I'm saying how it is," Shane says. "It's easier to adjust when you have the details, okay? Brendon, he's-" Shane sighs. "Brendon's afraid that he'll scare people away if he gives them some rules they should act by. I think people react worse if they don't get any guidelines."

"No, it's, it helps," Spencer says. "It's, I mean-" He lets his head fall back on the couch. "I don't know how this is supposed to work," he admits. "Is it always going to, I mean, doesn't it feel weird for you when he kisses other guys?"

Shane smiles. "Sometimes," he says, "when he falls newly in love with someone, I get jealous. When he kisses someone else, I always wonder how that's going to end, whether this is the one other person who can love him as he is." Shane's silent for a long moment, during which Spencer can feel the unspoken words almost suffocating him.

"It's not always easy," Shane says, "but it helps to remember that we both love him. And Brendon has more than enough love to share. I suppose it's easier for me because I was around when he realised it."

"That he was polyamorous?" Shane nods. "How did that happen?"

Shane sighs. He's gently rubbing Brendon's ankle. "We've been together on and off since high school. He was always noticing other people, too, and sometimes fell in love, but he didn't do anything about it. During one of our off phases he met this guy. He was desperately in love with him, but he kept coming back to me. This guy, he didn't mind Brendon staying with me over night, even though he knew that I was his ex. That didn't work out, though. But it kind of got, how do you say? It got him thinking. And the next time he met someone else, they started dating. And it worked. Kind of. We went from there."

"You make it sound easy," Spencer says.

"It wasn't," Shane says. "Brendon was pretty unhappy for a while because he figured he should be happy with only one person. It's bullshit, though," Shane adds, "it's not like there's a rule on what you are allowed to need to make you happy."

"Brendon's happy," Spencer ventures carefully.

"Yeah," Shane says. He looks at Spencer for the first time since they started talking. "He is."

"Okay," Spencer says. It is okay, he thinks.

"So," Shane says, "do you think that'll work for you?"

"I don't know," Spencer says truthfully. "I haven't been involved with anyone in a while, much less in something like this. I'm willing to try, though. I--I like him, too."

"Okay, that's all I expect," Shane says. "If you're worrying about something or confused or curious, ask. Ask him or me. Don't go around assuming shit like you did on Sunday, because that'll fuck everything up."

"Okay," Spencer says. He feels exhausted, like he's done way more than have a conversation in the dark with his boyfriend's boyfriend. "Okay."

They keep watching TV until Brendon stirs of his own. "Sorry," he yawns, "too many shifts opening and closing." He smiles at both Spencer and Shane, looking from one to the other. "Did I miss anything?" he asks.

"No," Spencer says and presses a kiss against Brendon's temple. It still feels weird to do so, knowing that Shane's watching, but it's something Spencer could get used to, he thinks.

"I think I have to go home now," Spencer says. "For real, actually." It's after midnight and Spencer's completely exhausted.

"Are you fit to drive home?" Brendon asks. He's frowning, and it makes Spencer's heart swell.

"Yeah," he says. "It's only a few minutes from here, remember? No biggie."

"You could stay," Brendon says.

"I know," Spencer says. "I have stuff to process, okay?"

"You know, I'm getting the feeling that I did miss something," Brendon says, but he's looking at Shane.

"We're getting alone fine," Shane says.

"But--" Brendon's looking fierce now and Spencer has to laugh. He turns Brendon's face towards him and kisses him gently.

"Everything's okay," Spencer says. "I have to think about some things, okay? I promise to call you tomorrow."

"Okay," Brendon says. He doesn't look completely convinced, but he lets Spencer get up.

"Good night," Spencer says. He offers Shane his hand. Shane looks at him, grins and shakes his hand.

"Good night and drive safely," he says.

"I'll walk you to the door," Brendon says. At the door he asks again: "We are okay, aren't we?"

Spencer pulls him close and kisses him deeply. "Yes, we are."

~~~***~~~

Nobody's more surprised than Spencer to find out that they really are okay. He gets used to the fact that sometimes Shane picks up the phone (he and Brendon keep switching their cells, which occasionally leads to hilarious results) or that Shane wanders into the living room when Brendon and Spencer are making out. Seeing them kiss doesn't hurt. If anything, it makes Spencer feel ... interested. Curious even. He squashes those thoughts immediately. He thinks their relationship is difficult enough without adding another complication.

It works well until one day Brendon calls him early at work. "I'm afraid I have to cancel our date tonight," he says between hacking coughs. His voice sounds like he's been eating glass.

"Brendon, are you at home?" Spencer wouldn't put it past Brendon to go to work even though he sounds like a walking health risk. There are rumours that the Smoothie Hut will have to let people go and Brendon's been frantically picking up every shift he can, to make himself irreplaceable. Spencer's tried to bring up the topic of finding a new job, but Brendon's been blocking every time.

"Yes," Brendon says, and he sounds miserable. Spencer feels bad for him.

"You can't make smoothies when you're coughing up so many germs," he says gently.

"I know. It still sucks."

"I get that," Spencer says. "But you need to rest now and get well again, okay?"

Brendon sighs. "It's so boring at home," he says. "Shane has this shoot, for the advertising firm, and the dogs are all hiding from me. I think they're afraid of my cough. And there's nothing good on TV."

Spencer laughs. "Then watch Spinal Tap," he says. "Now you can watch all your favourite scenes over and over and over again, without anyone complaining." Not that Spencer ever complains--he loves Spinal Tap, too, and often is asking for as many rewinds as Brendon.

"Good idea," Brendon says and he has another coughing fit.

"Go lie down," Spencer tells him. "I'll probably come by later today, if it's okay?"

"Yeah," Brendon mumbles, "I want hugs."

"You want to spread your germs and hope I'll get sick and have to stay with you, so you're not bored anymore."

"There goes my brilliant plan," Brendon says.

Spencer snorts. "I'll see you tonight."

"Yeah, bye."

Spencer hangs up. He is a little bit disappointed, he has to admit. He has to cancel their table at the new Greek place that Ryan had recommended, but more than the food he's missing out on, he's sad that yet another date isn't happening. Brendon has cancelled a few times when he had picked up another shift at the Smoothie Hut. Spencer had been looking forward to spending two hours with Brendon, talking.

Spencer sighs, and tells himself to go back to work. Sitting here idly wondering about what-ifs won't do him any good. The day drags by, though. Spencer's relieved when he finally can go home.

Before he goes to Brendon's, Spencer goes grocery shopping.

~~~***~~~

"Hey," Spencer calls as he lets himself in. "Brendon?"

"Living room," comes the answer. Spencer puts down the grocery bags in the kitchen and wanders over into the living room. Brendon's lying on the couch, wrapped up in blankets. He's pale and looks frail.

"Hey," Spencer repeats, as he settles down carefully on the arm of the couch. He strokes his fingers through Brendon's hair. "How are you doing?"

"I'm dying," Brendon says, or coughs, "Spencer Smith, I'm fading away."

"Shh," Spencer says. Brendon's skin is sweaty and he feels hot to the touch. "I'm going to bring you some water, okay?"

"Ack," Brendon replies. Spencer leans down to press a kiss against his temple.

"Just a minute," he says. He makes Brendon drink the glass of water and refills it again. "I'm going to be in the kitchen for a few minutes. If you need anything, call for me."

Brendon nods. He's staring at the TV. Spencer has put on Aladdin and he thinks that Brendon'll be asleep in about five minutes. It'll give Spencer enough time to cook his chicken soup.

Spencer's mom always cooked it for him when he was sick, and when he moved out, she gave him the recipe. It's served him well so far.

Soon the chicken stock is cooking slowly, and Spencer goes back to the living room. Brendon's predictably asleep. He looks quite peaceful in his sleep, and Spencer takes a minute to watch him. Brendon looks young and vulnerable and it makes Spencer's heart stutter. He goes back into the kitchen and busies himself with cleaning up. Brendon hasn't put away the dishes from his breakfast and preparing the soup has left its own mess. Spencer finds the act of cleaning soothing, like the way he puts the physical things around him in their place also helps him put the turmoil in his mind into some semblance of order.

The dogs alert Spencer when Shane comes home. So far they've been content to lie in the living room, watching over Brendon, but now they're all running toward the front door, barking.

"Hi," Shane says five minutes later. He looks exhausted and is still carrying his equipment. "Where is he?"

"On the couch," Spencer says. His stomach feels weird, tight and fluttery. Normally he has Brendon to run interference between them, but now Spencer has to deal with Shane all on his own. He doesn't know why he's so nervous about it.

Shane goes into the living room, but returns almost immediately. "He's out like a stone." Shane sidles up close to Spencer, looking over his shoulder. "Whatcha doing there?"

"I'm, um, cooking chicken soup," Spencer mumbles. He feels his face heat up and tells himself it's the heat from the stove. Right.

"Brendon will love that," Shane laughs. Spencer can feel his body heat. "Brendon likes being pampered, especially if he's sick."

"Well, he deserves to be taken care of," Spencer says, and it comes out a bit more defensive than intended. Shane looks at him and raises his hands, placating.

"No, it's fine," he says. "I wanted to say, good thinking. Brendon'll like it. That's all."

"Okay," Spencer says. He's staring intently at his pot, stirring carefully, hoping all the time that perhaps Shane will leave him alone.

Shane apparently does not want to escape from Spencer's irregular moods, though. He leans against the counter, purposefully relaxed, and Spencer tenses in reply. "So," Shane says, "how was your day?"

Spencer blinks at his soup. "Good?" he ventures. He can't remember whether he's ever talked with Shane about himself. Most of their interactions concern Brendon or are simple small talk.

"I'm sorry for your date," Shane says, and the kicker is that he does sound sorry. "He was determined to go, but he was already coughing up a lung when I got up this morning, so I made him promise to cancel if he didn't start feeling better. He--he was pretty cut up about it, since he already cancelled on you on Saturday."

"I don't mind," Spencer says. "It's not Brendon's fault he got sick."

"Well, yeah," Shane says, "but Brendon is ... He's kind of waiting for the moment when you start to mind. Because that's the beginning of the end, usually, and he's scared of it."

"Why?" Spencer asks. "I mean, breaking up sucks, but at least he won't be completely alone. He'll still have you."

Shane takes a deep breath. He's not looking at Spencer and his relaxed posture grows more tense. "That doesn't change anything. For Brendon, breaking up's as bad as it would be for you. It doesn't matter that I'm still here, he'll still be heartbroken and sad." Shane rubs his eyes. "It's equal parts losing the person and failing to keep both relationships intact."

"I see," Spencer says quietly. "I'm not sure whether to be insulted by the fact that he keeps expecting me to change my mind."

"You wouldn't be the first one," Shane points out. "There've been others who said they were committed and then, in the end, when they realised that being with Brendon meant sharing Brendon and that they couldn't usurp my place and be his one true love, they quickly fled the scene." Shane sounds a bit upset. "It's enough to shake anyone's confidence."

"But ... he's Brendon," Spencer says. "I wouldn't."

Shane nods slowly. "I think," he starts, "Brendon is scared of both possibilities--that you would and that you wouldn't."

"But he wants-"

"Yes," Shane says. "He wants you and he wants me and he wants us to get along. And he's scared of that happening because the longer you stay, the harder it will be to let you go. Brendon," he says with a sigh, "doesn't want to lose you. And right now he thinks he might get to keep you forever."

"That's good." Spencer feels the need to state that. He's been around Brendon long enough to have realised that Brendon-logic doesn't always match up with normal-people-logic. It's both endearing and frustrating.

"It is," Shane agrees. "It also means that Brendon doesn't get a _get out of jail free_ card and he has to try really hard and he's scared that you'll find him ... lacking or something."

"God, that's stupid," Spencer tells his chicken soup. "Why would I think that?"

"Because I'm the only one who stuck around," Shane says. "He's always had me, and everyone else left because they couldn't deal with that. But you seem like you're not going to leave, so Brendon feels like he has to be on his best behaviour."

"Shane, how have you not killed him in a murderous rage yet?" Spencer thinks it's a justified question.

Shane laughs. "You get used to it," he says. "Also, your pot's been boiling for a while. Is that soup done yet?"

"Not yet," Spencer says. "But soon." He feels completely confused now. Shane leans over and rubs one hand over Spencer's neck, until he relaxes.

"It'll be fine," Shane says. "I wanted you to know. Brendon likes having you around. And I think you're good for him, so. Everything's good."

"Thank you," Spencer says quietly. Shane's hand feels heavy on his neck, his palm hot against Spencer's skin.

"I see it as a shared responsibility," Shane says and his voice's light. When Spencer turns to look at him, Shane's grinning. "Like a problem shared."

Spencer feels laughter bubbling up in his chest, and when he opens his mouth, some seriously embarrassing giggles break free. "Okay," he manages. "As long as we don't have to halve Brendon Solomon-style, I'm okay with that."

Shane squeezes Spencer's neck and joins his laughter. "Fine with me, too."

There's a shuffle in the hallway and Brendon appears in the door frame. He's pale and gripping the frame tightly enough that his knuckles are white. "What's so funny?" he asks, in what he intends to be a jovial manner, but it comes out strained and broken. "I woke up all alone on the couch."

"Sit down," Spencer says, and Shane's already moving, pushing Brendon into one of the kitchen chairs. "We're bonding and I'm making you soup."

"Soup?" Brendon asks. "What kind of soup?"

"Chicken," Spencer replies.

"For me?" Brendon's looking at him with those big wide eyes and Spencer is overwhelmed by a sense of affection.

"Yeah," he says. "Special recipe from my mom. It'll be done soon." Spencer kneels down next to Brendon. "How are you feeling?"

"Like death warmed over," Brendon says. He's listing to one side, and Shane's holding on to his hoodie, so Brendon won't slip down. "And I even took on an extra shift tomorrow."

"I'll call them," Shane says. "I don't think you'll be fit to work tomorrow."

"But-"

"No buts," says Spencer. "You have to rest and get well. Don't even try to go to work tomorrow."

Brendon coughs. "I see how it goes. You two're ganging up on me now."

"Yep," Shane says. "We're totally double-teaming you."

"Kinky," Brendon says and he leers, but the effect is broken by a sudden coughing fit.

"Okay, back to the couch with you," Spencer decides. Brendon lets himself be pulled up, although he does gasp surprised, when Spencer picks him up and carries him back.

"This is nice," Brendon says, curling up in Spencer's arms. He wraps his arms around Spencer's neck, holding on tightly. Shane goes ahead and shakes out the pillows Brendon's dragged out of his bed and thrown on the couch.

"Come on, let go," Spencer says, but Brendon keeps holding on.

"Just a moment," he says, "please?" He sounds so small and young that Spencer can't say no. He settles against the corner of the couch, trying to fit Brendon against the back of the couch, but it won't quite work. Until Shane slips in behind Brendon, pressed closed to Spencer's side.

"Cuddle-sandwich," Brendon says and he's smiling.

Spencer hums. He holds Brendon against his chest, patting his side gently. Shane puts one arm around Brendon and sneaks the other around Spencer's neck. Spencer can feel his heartbeat speed up and pretends it doesn't. He glances over at Shane and finds him grinning back at Spencer. Spencer quickly looks away and concentrates on the way Brendon feels in his arms. It's easier this way.

They stay like this for a few minutes, until Spencer can comfortably excuse himself to check up on his soup. Brendon eats two full bowls and proclaims it the best soup he's ever eaten. Spencer calls him a blatant liar and Brendon pretends to be hurt. "Spencer Smith, you've hurt my feelings," he says. "You must now make amends."

Spencer raises an eyebrow. "And what would that be?"

"Carry me to my bed," Brendon says. His grin grows weaker. "I don't want to walk and you've already done a good job carrying me to the couch."

"Brendon," Spencer says quietly. Shane's doing the dishes, insisted on it, so Spencer is all alone with Brendon. "Yeah, I'll carry you upstairs."

Brendon smiles. "Good," he says, "because I'm not sure I even could walk."

"I know," Spencer says.

Brendon's utterly delighted when Spencer decides that a piggyback ride will work best. "It's easier to get up the stairs this way," he says and Brendon claps his hands excitedly.

"Piggyback rides are the best," he says.

Shane grins as they pass the kitchen to say goodnight. "I'll come see you later," he tells Brendon.

"Hm," Brendon says, already half-asleep.

"And up we go," Spencer adds. Brendon lets himself be tucked into bed surprisingly easily.

"Stay?" Brendon asks and Spencer nods.

"I figured it would be good if I spent the night."

"You want to make sure that I don't go to work," Brendon says. He sounds sad and a little bit upset. Spencer sits down on the edge of his bed.

"Partly," he says, "because I know you won't listen and will try to stick it out as long as you can. And your boss sucks and he won't send you home as long as you still stand. But mostly I want to make sure you're all right, okay?"

Brendon nods. "I think I might lose my job," he says. Spencer's been expecting this.

"I know," he says. "There are other jobs."

"I haven't learned anything, Spencer," Brendon says and he sounds like he's about to start crying. "What will I do?"

"We'll find something," Spencer says gently. "Don't worry now." He leans down to press a kiss against Brendon's forehead. "It'll be all right."

Brendon sighs. "I hope you're right." He stares at the ceiling for a moment, before looking straight at Spencer. "Tell me a good night story?"

Spencer has a difficult time saying no to Brendon, so he does. By the time Brendon's fallen asleep and Spencer's gone downstairs, Shane's cleaned up the entire kitchen.

"It's no bother," he says. "You cooked some delicious soup, after all."

"Way too much of it," Spencer says, surveying the still mostly full pot.

"Well, there's not much sense in cooking a small pot of soup," Shane says. "It's one of those things that you always imagine in huge quantities."

"We have enough soup to last us for a week," Spencer says.

"We will make sure Brendon eats his fair share of it." Shane grins. "Come watch some TV with me before you go upstairs and keep vigil at Brendon's side?"

"I," Spencer starts, but then he acquiesces. "Okay."

Shane is quiet on the couch, laughing occasionally, but mostly silent. It's a change from Brendon who often talks the entire time, heckling, giggling, complaining about the stupidity of humanity. It's soothing.

Spencer startles awake and at first he can't place where he is. Then he sees Shane leaning over him, his hand still on Spencer's shoulder.

"Hey," Shane says quietly, "you fell asleep. Let's go to bed now, okay?"

"Okay," Spencer mumbles. He finds himself leaning forward to kiss Shane good night, but stops the motion abruptly. Shane's not his boyfriend. Brendon is. Spencer tries to disguise his confusion by rubbing his eyes and yawning, but Shane's looking at him with slightly wider eyes than usual.

"Spencer," he starts, but Spencer rudely interrupts him.

"You're right, it's late, I should go to bed." He manages to get up without touching Shane. "I guess I'll see you tomorrow morning."

Shane nods, but Spencer can feel his eyes all the way out of the room. In the bathroom he leans his head against the cold mirror and calls himself, "An idiot, fucking stupid, what the fuck are you doing?" His reflection, however, does not have the answer.

When Spencer gets into bed, Brendon immediately latches on to him. "'M not feeling well," he mumbles into Spencer's shirt.

"I know, baby," Spencer says and hugs him back gently. Brendon sighs.

"Thank you," he says, and then something even more quietly that sounds suspiciously like _I love you_.

"Go to sleep," Spencer says, his voice thick and raspy. He whispers quietly into Brendon's hair, _I love you, too_.

The next morning they're still cuddling. Neither one of them has moved during the night. Brendon's making quiet snoring sounds, and Spencer is overcome with a deep sense of affection. _This is mine_ , he thinks. He presses a kiss against Brendon's hair and gets up to make him breakfast.

Shane's already up, nursing a cup of coffee. "Morning," he says. "How is he?"

"Still asleep," Spencer says. "His temperature seems down, though, so I hope he'll feel a bit better."

"Good, good," Shane says. Spencer gets himself a cup of coffee and stares at the assortment of breakfast food.

"The Lucky Charms are Brendon's," Shane says. "He eats them every day and he's pretty protective of them, but anything else's fair game."

"Okay," Spencer says. He pulls out a box of pop tarts. "You want one, too?"

Shane shakes his head. "Nope, I don't eat breakfast." At Spencer's frown he laughs. "I know, I should, but I can't stomach anything this early." He drains his coffee and sighs. "Now I gotta go. We have some more scenes to shoot today. I hope it won't run as late as yesterday. I'll call if I'm coming home late, okay?"

"Okay," Spencer says. Shane dumps his cup into the sink and he turns toward Spencer. For a moment Spencer is sure that he'll lean up and kiss Spencer, but then Shane blinks and the moment breaks.

"Um, I'm going then," Shane says. He's so close that Spencer can hear him swallow. Spencer finds the energy to nod in reply. "Okay," Shane backs out of the room. "I'll see you tonight then." He doesn't leave so much as he actively flees. Spencer lets his head drop against the kitchen cabinet.

"Fuck," he says. He has no idea what's even going on anymore.

~~~***~~~

Spencer sets Brendon up on the couch with a full pot of tea, all his Disney DVDs right next to the DVD player, tissues, his cold medicine and a fresh blanket.

"Thank you," Brendon says. "You sure you can't stay with me?"

He tries his best puppy eyes, but Spencer shakes his head sadly. "No, I can't afford to take off time right now." He kisses Brendon's forehead. "I'll make you breakfast."

Brendon sighs, sounding terribly put upon. "I'll take what I can get," he says.

When Spencer reappears with his Lucky Charms, Brendon beams. "You're the best."

"I know," Spencer says. Brendon's already looking better today, less pale, although he's still coughing up a lung. "If you need anything, call me, okay? Shane's shooting all day."

Brendon catches Spencer's hand. "I'm grateful," he says, looking strangely serious. "I'm not just saying this, I'm pathetically grateful you're here and I have you."

"I know," Spencer says softly. "I don't doubt it." He presses a kiss on Brendon's hand, smiling. "I'm glad I can be here for you."

Brendon sighs. "Will you come by tonight?"

Spencer nods. "As soon as I can leave."

Work is busy, which at least makes the time fly by. Brendon calls three times, once to tell Spencer to get more tissues, once to ask how to warm up some soup and the last time because he was bored. "Nobody's here to talk to," he says. "Spencer Smith, I'm losing all communication skills."

"You don't have any communication skills," Spencer replies. He's checking some accounts, boring busywork, and he doesn't feel guilty at all about talking to Brendon. Spencer's been sick all alone at home, too, and he knows how boring the day can be when you have to rely on daytime television and your favourite movies. At some point you want someone to come and entertain you.

"Oh, that hurt," Brendon says. He sounds perkier, which Spencer counts as a plus.

When Marjory passes Spencer's office for the second time since Brendon called, Spencer sighs and decides to hang up. "I gotta go," he says, "work."

"Yeah," Brendon says, "I've been keeping you. See you later?"

"Of course," Spencer says and stares at the stupid spreadsheet. If he's honest to himself, he'd rather go home and talk about everything under the sun with Brendon.

Marjory comes by five minutes later and this time she knocks on Spencer's door. He resigns himself to his fate. "Yes, Marjory?"

"I have some files for you," she says. Normally she puts those in their inboxes. Spencer knows subterfuge when he sees it.

"Thank you," he says nevertheless.

"Oh, you're welcome," she says. "I heard you on the phone earlier. Your boyfriend?"

 _It's absolutely none of your fucking business, you old nosy bat_ lies on Spencer's tongue, but instead he smiles and says yes. "He's sick, and asked me to pick up some stuff for him."

"Oh," she says and she looks a bit surprised. "Well, I won't keep you no longer." Spencer shoots her departing back a glare and wishes he could leave right now.

Five minutes before he wants to leave, he gets a phone call from his boss and then it's half an hour later. Spencer likes his boss, enjoys working for this firm, but right now they could all die in a fire.

Brendon's lounging on the couch, when Spencer comes home. "Hey," he says," in time to heat up more soup for me?" He looks vaguely hopeful, and Spencer has to laugh, all the weight of work and his own fucked up mind falling away from him.

"I'm pretty sure I can do that," he says with a wink.

Brendon eats the soup with new-found gusto.

"You're feeling better?" Spencer asks.

Brendon nods. "A bit," he says. "I'm still coughing and whatever, but I feel, I don't know, more alert? I slept pretty much all day, but yesterday I did, too, and was still tired all the time. Today it was better."

"That's good," Spencer says. "You'll be well again in no time."

Brendon smiles. They end up watching all of Brendon's Disney DVDs again. It's late already when they go to bed. Shane's not home yet.

"Nah, it's no reason to worry," Brendon says, "sometimes the shoot takes longer and because they're always on a tight schedule, they try to finish everything in one day, no matter how long that takes, instead of adding another one." He shrugs. "It's stupid and exhausting, but that's the way it is."

The next morning is weird. Spencer feels hyperaware of Shane, where he is in the room, when he's looking at Spencer, it all weighs on him and makes him snappish and moody. Shane's obviously subdued, too. He does all these little aborted gestures, like he's always catching himself in doing something forbidden and it drives Spencer insane.

Brendon watches them both with inquisitive eyes. He waits until Shane's in the bathroom to ask, something which Spencer is both grateful for and hates because he has no idea what to say. "Did something happen?" Brendon asks. "Between you and Shane?" His tone is neutral, carefully so, and Spencer has to swallow to get past the lump in his throat to speak.

"No," he says, the lie so blatantly obvious that it hurts, but Brendon doesn't call him out on it. "No, we're both fine. Nothing to report here."

Brendon looks at him, one eyebrow quirked, but he lets things be. Spencer is grateful that he has to go home to get some new clothes (there was an accident with soup and his tie and no way is Spencer wearing Brendon's Aladdin tie), so he says his goodbyes before Shane comes back. He's running away, he's aware of that, but he still can't stop.

At work, he switches his cell to mute. It's a dickish move, he knows, but Spencer can't deal right now. He buries himself in his work. The numbers keep his mind off other things, he has to concentrate, and time flies by. Spencer works half an hour overtime before he realises he could go home.

His cell shows him two missed calls, one from Brendon and one from Ryan. He calls Ryan first, as he's walking back to his car.

"Hey," Spencer says. "Sorry, I was swamped at work. What's up?"

"We're still on for tonight, right?" Ryan asks. "You've been pretty scarce the last few weeks, and usually you call me to make sure I don't forget." To the uninitiated, Ryan sounds completely unaffected, but Spencer detects a little bit of hurt. He sighs.

"Sorry, Brendon got sick and I've been over a lot to take care of him."

Ryan hums. "You're still my best friend," Spencer says. He's a little bit amused by how Ryan feels rejected about Spencer not calling him three times a day, but when Ryan was in his honeymoon phase with Jon, it was okay for Spencer to be alone. Fortunately, if Spencer cared about double-standards, he would have ended their friendship a long time ago. Probably two minutes after them meeting him for the first time. "That doesn't change because I'm with Brendon now."

"So we're still on? What with Brendon being sick?"

Spencer has completely forgotten about it. He has no idea what they were going to do, but right now it's the best thing he's heard all day. "Brendon's better," Spencer says, "so yeah. When do I need to pick you up?"

Ryan snorts. "It's movies and pizza at my place," he says. "So unless you want to watch a French film noir, bring a movie or two."

Spencer makes a face, as he opens his car. "Okay, I'll bring three," he says. "Anything but foreign artsy movies."

"Fuck you, they carry a deep message and are awesome."

"Then I suggest you have fun with your deep messages all by yourself," Spencer says, grinning. Ryan grumbles a bit, but not seriously.

"Be here at eight," Ryan says. "I'm hungry."

Spencer rolls his eyes. "You can go ahead and order pizza," he says, "as long as--"

"Yeah, one with everything and bread sticks. Got it."

"Okay, see you soon," Spencer says. He hangs up. His phone chirps immediately again. Spencer checks automatically and it's Brendon. _hey you coming today?_

Spencer's stomach hurts, as he reads the short message three times. It takes all his courage to send back _no, ryan emergency_. The lie weighs heavy on him, but he doesn't think he could face either Brendon or Shane right now. His head's a mess, and spending some time with Ryan will surely clear his mind, and tomorrow. Tomorrow he can totally sit down and figure this out, but right now he wants to eat greasy pizza and watch stupid action movies with his best friend.

If Ryan senses that anything is up, he doesn't say anything. Ryan's good at giving Spencer space. It's one of the reasons why Spencer loves him so much. They eat pizza and heckle their way through Die Hard and Die Hard 2. It's relaxing, not having to think about what he says and who he looks at, and by the end of the night Spencer's sprawled on his side of the couch, his feet tangled with Ryan's under the coffee table. When the credits to Die Hard 2 run, he says: "I don't think I want to go home yet."

"Then don't," Ryan says. "Or, alternatively, tell me what the fuck is going on."

"Just stuff," Spencer says, staring straight ahead.

"Brendon stuff or work stuff?"

"Ryan," Spencer says, and Ryan answers dryly, "So it's Brendon stuff."

"It's complicated." Ryan snorts and Spencer turns to look at him. Ryan looks vaguely amused.

"Is that your Facebook status?" he asks. "In a relationship, but so fucking complicated. You know that means you want people to ask you all about your troubles."

"Brendon has this roommate," Spencer hears himself saying, "and he's not his roommate, he's Brendon's other boyfriend, of a few years, and now I think I'm falling in love with him, too."

Spencer has the perverse pleasure of knowing that for once he's stunned Ryan into silence, but it doesn't last long. "Okay," Ryan mumbles, "that actually is complicated."

"You tell me," Spencer huffs. He feels weird, stretched thin and wide open. "Can't you tell me what to do?"

"What do you want to do?" Ryan asks back. "Is that, like, I don't know. Is it curiosity? Do you like that other guy? What about Brendon?"

"I don't know," Spencer says quietly. "I don't know anything."

"Then perhaps you should talk to Brendon," Ryan says. "Seems like he's at the bottom of this. Plus, he's probably felt the same."

"Aren't you weirded out?" Spencer asks. "Me having two boyfriends?"

Ryan shrugs. "At least they know about each other. I think it's more fucked up, if you were, like, a secret bigamist or something. If Brendon's with you and the other guy, they probably are cool with you being with both of them, too, right?"

Spencer stares at Ryan. "You make this sound so easy," he says. In Spencer's mind, it's never like this. Every scenario Spencer thinks through ends with him being completely alone.

Ryan bumps his shoulder. "Did you ever consider that maybe it is that easy? Have some trust in people."

Spencer chokes on thin air. "What happened to you?" he asks. "Did the pod people come and replace you? Ryan Ross advocating for trusting people?"

It's mean, Spencer knows exactly where Ryan's trust issues come from. He's lashing out because he's said these words to Ryan so many times, and getting back his own advice makes his stomach churn.

"A wise person once told me that," Ryan says, "but I'm afraid he's temporarily insane."

"Ryan."

"No." Ryan struggles upright and then he glares at Spencer. "Listen to me, this once, okay?"

Spencer nods. "I can do that."

"Life's not easy. You said that to me, remember? When my dad died. When he was drunk and I crept in through your window. When I went off to college and was all alone. You said life's not easy, but figuring out how to make it work is the fun part."

"I give sucky advice," Spencer says.

Ryan shrugs. "Who cares if you do? It helped me at the time. That's not the point. The point is, life's not easy. Why not try it?"

"Ryan," Spencer says. "Ryan, this could go so wrong."

"Did you ever consider that it could be the right thing for you?"

Spencer doesn't know what to reply to that. Ryan gives him a quick hug. "I was so scared when I met Jon, I barely dared to talk to him. Look at me now. I've never regretted trying it."

Spencer clings to him. He presses his face against Ryan's shirt.

"You can stay the night here, if you want," Ryan says. "The sofa bed's all yours. Don't freak out too much," he whispers into Spencer's ear.

"Thank you," Spencer says. He doesn't want to be alone.

The sleep couch is comfortable and Ryan leaves his door open, so soon Spencer can hear him snoring away. It's soothing, a familiar sound, and within minutes Spencer's asleep himself.

The next morning Spencer wakes up late, and has to rush around to get to work on time. Ryan watches him, as he sips his coffee. Spencer thinks Ryan does have set working hours, but somehow he hasn't figured out what exactly they are.

"I don't remember you always being this frantic in the morning," Ryan muses while Spencer puts on his shoes. He's showered and his hair is still wet, but he figures he'll fix it when he's home. He also hasn't even glanced at his cell phone yet.

"Haha," Spencer says. "Come on, give me that piece of toast."

Spencer has to promise Ryan he'll call him tonight. He makes it to work only five minutes late, which he counts as an achievement. Marjory gives him a look, but Spencer ignores her. He sits down at his desk, checks his e-mail and starts working. Ten minutes later, he gets an urgent call from a colleague, and then he's busy all morning trying to compile the numbers they need for their big review meeting. He works through his lunch break and Richard promises him his first-born in his gratitude. Spencer laughs and plays it down, because deep down he enjoys the rush. It's quite different from his usual workday. Accounting isn't action-intensive work.

When he comes back to his desk, he checks his e-mail. There's one from Brendon. Spencer stares at it, the little subject line saying _Hi?_ and he's scared to click on it and read it. Then he thinks he can't avoid Brendon forever.

_Hey,_

_Is your phone broken or something? You're not answering or replying to text, is why. In case it's "something", I'm sorry, but please talk to me, okay? Shane's saying nothing happened, so I guess it's something I did. In any case, I'm sorry._

_Shane's gone for the next few days, I don't know whether I told you. I'm not any good at being alone, so if you want to, please drop by?_

_Bye, xoxo,  
Bden_

Spencer puts his head down on his desk and forces himself to breathe deeply three times. He is such an idiot. Then he sits up, reaches for his cell phone. He doesn't even read any of Brendon's texts, calls him immediately.

"Hi," he says. His hands are sweaty and he has to swallow a couple of times to clear his throat.

"Hi, Spencer," Brendon says. His voice is warm, but he sounds a little bit unsure. It makes Spencer feel bad.

"So I guess I should pack an overnight bag?" he asks. On the other hand of the line, Brendon breathes loudly.

"Yeah," he says. "Although perhaps for more than one night. Shane's probably not back before Sunday."

"Okay," Spencer says. "I could make dinner tonight." Spencer's playing dirty--Brendon loves being cooked for, mainly because he himself can't make anything more complicated than mac and cheese. He won't say no. And perhaps he’ll see the offer as the peace offering it is.

"Yeah," Brendon says. "I want Pasta puttanesca. And tiramisu. Or, no, that white creamy thing, what you made for me a few weeks ago?"

"Panna cotta?" Spencer ventures.

"With the strawberries and stuff?"

"Panna cotta," Spencer states. "Yeah, I can do that."

"Excellent," Brendon says. He coughs, but it doesn't sound so bad anymore.

"You still taking your medicine?" Spencer asks.

"Of course," Brendon says, "I'm almost as good as new."

"I'm glad," Spencer says. "I'm going to see you tonight then."

"Yeah," Brendon says and he's the one to hang up first. Spencer sighs loudly. He thinks he's messing this one up, and yet he can't make himself stop. It's like a train wreck that he can't stop watching, except he's sitting in the train.

~~~***~~~

Brendon pulls Spencer in for a kiss when he opens the door. "Hi," he says afterwards. Spencer's gripping his shopping bags tight, heavy with groceries, but he doesn't mind.

"Hey," he replies. "I brought food."

Brendon grins and lets him in. He keeps up a steady chatter while Spencer puts the food away and starts preparing the tomato sauce. Brendon's in the middle of relating the Jerry Springer episode he watched, when suddenly he goes silent and wraps his arms around Spencer.

"Brendon?" Spencer asks. He's in the middle of cutting the olives in half.

"We are okay, aren't we?" Brendon says. "I mean, if it was something that I did or said or whatever, I'm sorry, I didn't-"

Spencer turns around, interrupting Brendon. "No," he says quietly. "It's -" Brendon's looking up at him with big brown eyes and it makes Spencer's voice break. He hugs Brendon tightly and he's internally relieved when Brendon hugs him back. "I'm scared," he says. "I'm, I'm confused about all of this and I got scared and it was something stupid." He presses a kiss against Brendon's temple, breathing in the familiar scent of his shampoo. "We are good," he says firmly.

"Okay," Brendon says. He presses his face against Spencer's neck. "Next time you get scared, talk to me, though. Like, seriously. Running away, that hurts."

"I'm sorry," Spencer says.

"Then make up for it," Brendon replies. Spencer leans down to kiss him, soft and open-mouthed.

"I'm cooking for you," Spencer says, "and I'm making dessert. And then we are going to make out."

Brendon grins. "I'm totally up for that." He still sounds congested, but he's not as pale anymore and is much more energetic than the last time Spencer saw him. He tries to help Spencer with preparing their dinner, but Spencer soon has to relegate him to the kitchen table, away from his precious groceries.

"Meanie," Brendon says, but his voice lacks any heat. He's smiling and curls up on the chair, wrapped up in his blanket.

Dinner is quiet, only interrupted by Brendon singing the praise of Spencer's cooking skills. He makes Spencer blush, and then gently teases him for that.

"You always make me think you'd never gotten a compliment before," he says.

"I have," Spencer replies. "Dozens and hundreds and millions."

Brendon laughs delightedly. "Now I know you're lying," he says.

They keep up the banter all throughout dessert. Spencer feels himself relaxing bit by bit during the evening. He enjoys when it's just Brendon and him, when he gets to know Brendon better.

When Spencer puts away their dirty dishes, he notices a big envelope. "What's this?" he asks.

Brendon looks up quickly and then turns back to his panna cotta. He's eating the rest out of the bowl. Normally Spencer would scold him for it, but since Brendon's sick, he lets it slide. "Oh, nothing important," he says. "Just some model applications."

"Model applications?" Spencer asks.

Brendon shrugs. "Well, you know, for his photos? Although he's trying to move away from people at the moment. He's working on this series of photos of technical things, getting an inside look into today's technology and so on."

"Oh," Spencer says. "I thought you ..."

"I'm not modelling anymore at the moment," Brendon says. His voice turns quiet and calm, the way it often does when he tries to keep something hidden. "I've been working so much, it was just impracticable to focus on me anymore."

Spencer feels guilty. He thinks it's not work keeping Brendon from it, it's Spencer. He feels like that's giving him more power than he really wants to yield. He doesn't want to stop Shane from taking pictures of Brendon just because Spencer might mind. He thinks he should talk to Shane about it, but he knows he probably won't scrounge up the courage he needs.

Spencer just lets it slide, brings the topic to a movie Brendon's been dying to watch and listens to him ramble on about how hot Johnny Depp is.

The next few days are quiet and relaxing. Without Shane around, Spencer gets Brendon all for himself, and he spends all his time with him. He still feels guilty for freaking out and tries to actively make up for it. If Brendon notices it, he doesn't comment on it.

It's easy to forget why he was so scared in the first place. Being with Brendon feels like they've known each other for years rather than a few months. It gives Spencer a thrill, seeing how well they work with each other, how well they fit together. There's nothing missing, he thinks, and ignores all evidence to the contrary.

Spencer manages to delude himself for a couple of days. Then Shane comes home. He doesn't announce it, appears suddenly in the middle of the living room. Brendon leaps up and throws himself at Shane, laughing.

"Hi, I missed you, how did it go?" Brendon says, all in one breath. Shane hugs him tight, laughing himself.

"I missed you, too, pretty well, I guess," he replies. He's smiling and Spencer's breath catches in his throat. _Oh_ , he thinks and forces himself to smile back.

"Thank you for taking care of him while I was gone," Shane says to Spencer.

Brendon snorts. "That makes it sound like Spencer was baby-sitting me."

"Close enough," Shane says, still smiling. Brendon mock-pouts, but he can't keep it up for more than a few seconds, then he's grinning again widely.

"I'm glad you're back," Brendon says. The way he's looking at Shane suddenly makes Spencer uncomfortable. He thinks he's maybe the third wheel here.

"I guess I'll go back home then," Spencer says. Brendon turns around to look at him, his face falling.

"Oh, sorry!" Brendon comes back and sits down on Spencer's lap. "I didn't mean to imply that you're not good enough or whatever, it's-"

Spencer puts his hand over Brendon's mouth. He shuts up instantly. "I know you didn't," he says. "And you haven't, to make that clear. But I've had you for myself for days and perhaps you'd like to be alone with Shane right now, okay?"

Brendon slumps down against Spencer. "But we started watching a movie," he says quietly.

"You will still have the DVD tomorrow."

Brendon looks at him. He's chewing his lip, the image of indecision. Shane defuses the situation. "Okay, while you're discussing that, I'm gonna take a shower." He pauses for a moment, then grins. "I'll take my time." He's gone before either Brendon or Spencer can react.

Brendon sighs and puts his head on Spencer's shoulder. "You don't have to go home," he says. "I like having you around."

"But Shane-"

"We're not going to hop into bed right now," Brendon says determinedly. "I'm glad he's back, but that doesn't mean I have to have sex with him immediately." He leans more firmly against Spencer, letting him take Brendon's weight. "I want you to get along," he says quietly. "I thought you were."

"We are," Spencer says as convincingly as he can. "I figured-"

"You shouldn't," Brendon interrupts him. "I told you not to assume." He sits up a little to look Spencer into the eye. "If I wanted you to leave, I'd tell you. And because my other boyfriend came home doesn't mean I don't want you around any longer. It doesn't work like that."

"Sorry," Spencer says. "I'm doing this all wrong."

Brendon kisses him softly on the lips. "No, you aren't," he says. "But I wish you'd let me figure out stuff with you. It's much easier that way."

"Okay," Spencer says.

"Then please stay. Watch the movie with me. Okay?"

Spencer nods. "Okay," he repeats.

When Shane comes downstairs from his shower, Brendon and Spencer are sprawled on the couch, heckling the movie.

"This is the most ridiculous excuse for an action movie I've ever seen," Spencer says. "I kind of love this movie."

"You would," Brendon replies. "It has explosions."

"Well, yeah."

Shane chuckles. He sits down on the other end of the couch and props his feet up on the coffee table. He wraps his left hand around Brendon's foot, rubbing it gently. "So what did I miss?" he asks.

"Nngg," Brendon says and stretches his feet towards Shane.

"Not a lot," Spencer admits. "That guy is apparently in love with that girl, but they can't be together, I don't know. I didn't pay attention to that. The guy has to stop these gangsters from, like, blowing up Los Angeles, though. I think the girl's likely to die."

"You're such a romantic," Brendon says.

"He's right," Shane throws in. "The love interest usually gets killed or maimed in those movies."

"You're both such romantics," Brendon sighs. "What did I ever do to end up with you?"

Spencer kisses him. "You asked me out," he says.

"Me too," Shane says. "So it's all your fault."

"That'll teach me," Brendon says. Spencer has to grin because Brendon's still lying mostly on top of Spencer, his feet in Shane's lap. If he were a kitten, he would be purring, Spencer thinks. He catches Shane's eye and they both grin. It feels good until Spencer realises that he wants to, well, kiss Shane and then he's staring straight ahead at the TV. It's remarkably easy to get lost in the shallow plot.

Spencer does leave right after the movie, though, to keep his feeble grip on his sanity. Brendon lets him--he's been exchanging heated glances with Shane, and Spencer knows when he's one too many. Brendon kisses him good bye. "Love you," he says and that never fails to give Spencer a thrill.

He kisses Brendon back. "Love you, too. Bye."

Spencer does adamantly not imagine what Shane and Brendon are getting up to right now all the way home. He doesn't. Not one little bit. The fact that he comes home and takes a shower straightaway, has nothing to do with either Shane or Brendon and least of all with the two of them. Except for how it does. Spencer thinks he's sinking to new lows, but in the shower, when he wraps his hand around his cock and jerks himself off roughly, he finds that it's not all that bad, considering.

~~~***~~~

Monday starts with bad news that leads to Spencer have to go through an old client's files with a fine-toothed comb. Said client has been with Spencer's company for ten years and there are logs for each month of each year and all have to be checked individually. And all of it has to be finished by the end of the week. The kicker is, it's not even Spencer's client, but his boss takes him aside, tells him quietly that they need to make sure there wasn't any foul play by the old accountant. He promises Spencer that he'll be able to take off a few days next week for the overtime. Spencer thinks it's a fair deal, but that is before six boxes of files are delivered to his office.

By Thursday Spencer hasn't left work even once before 10pm. He's started coming in earlier, too, which reduces his private life to sleeping. On Wednesday Brendon called him, to make sure Spencer wasn't lying dead in his apartment.

"What?" Spencer said. "Where did you get that idea from?"

"It happens more often than you think," Brendon replied. Spencer had let it be.

But right now Spencer's life consists of numbers. He misses Brendon, misses talking about something other investments, and he complains a lot through text. Brendon replies with stuff to distract him, while Ryan's messages usually do not have anything to do with what Spencer said, but that's the way they've been communicating since high school.

On Friday, at exactly 4.34pm, Spencer finishes. He has found the missing money and several accounting mistakes, but at least they are all due to negligence rather than malicious intent.

Spencer is proud of himself and his accomplishment, but, fuck, is he tired. He drops off the report at his boss's office himself and Jack takes one look at him and says: "Okay, now please go home. Take Monday and Tuesday off. Seriously."

Spencer is in no position to argue. He drives home slowly (he has no recollection of getting to work, remembers getting into his car at home and then boom! He was at work). After spending so much time at work, his own apartment feels eerily unfamiliar. Spencer stands in the hallway for a minute, trying to figure out what to do next. He's tired, he should go lie down. The couch is closer, but not as comfortable as his bed. His bed has sheets and pillows and the best mattress ever (seriously, he needed three times as long to choose his mattress than he needed for his actual bed, but it paid off), but it's like five steps more down the hall.

The couch wins.

Spencer wakes up disoriented a few hours later. He startles awake, bouncing up from the couch. His neck is stiff, and his entire back is aching. He doesn't feel as tired anymore, but now he's also a bit nauseous (when was the last time he ate something that wasn't junk food?) and dizzy. It takes him a minute to realise that the ringing he hears comes from his cell phone. He fumbles for it, almost dropping it.

By the time he manages to accept the call, Spencer hopes that whoever is calling him, hasn't hung up yet. "'lo?"

"Hi, wow, you sound like shit," Brendon says. "Did you just get home?"

"No," Spencer says, yawning. "I was napping."

"Did it help?"

"No," Spencer admits. Brendon laughs in his ear. "You sound good," Spencer says.

"Yeah, I'm perfectly healthy again. Which is why I'm calling. I have an offer to make and you can't say no."

"That kind of negates the point of an offer, if you can't reject it."

"Pff, I laugh in the face of your logic," Brendon says. Spencer smiles.

"Okay, lay it on me then."

"Let's go dancing tomorrow." Brendon is speaking fast, like he hopes to kill any objections Spencer could make if he can convince him fast enough. "I've been cooped up at home for so long and I haven't been dancing in so long. It'll be fun. Shane's already agreed to it."

For a second, Spencer wants to reply, _well, then you won't need me_ , which is bitchier than what Brendon deserves, but then Brendon adds: "Please, I haven't seen you all week and I miss you. Please come dancing with us."

It's a fucking bad idea, that's what it is. But Brendon sounds so longing, and Spencer's a sucker for that. He says yes. Brendon whoops and Spencer has to laugh.

"I'll come pick you up then or how are we gonna do this?"

"Come to us, and stay the night," Brendon says. "I know this awesome little club and if we share the cab, it's not too expensive. That way we don't need a designated drive and all of us can have fun without having to worry how we're going to get home. Besides," Brendon's voice drops, "I'd like it if you'd spend the night."

Spencer swallows. "Okay," he says. "That makes sense."

Brendon laughs quietly. "Sometimes I have good ideas. We were thinking of leaving around 10pm, so be here are nine-ish?"

"I can do that."

"And now go to bed. Don't pretend like you're not tired, I can hear you yawning and falling asleep."

Spencer hums. He closes his eyes, because they're burning and his vision was going blurry anyway.

"No. I'm going to hang up on you and then you're going to bed."

"You're being bossy," Spencer says. "I think I like that."

Brendon breathes sharply. "Then get your fucking ass into bed and perhaps tomorrow we can expand on that."

"Aye, aye, sir," Spencer replies, and Brendon laughs.

"Hanging up now," he warns.

"See you tomorrow," Spencer says. Brendon does immediately hang up and Spencer pushes himself upright with a sigh. The trek down to his bed is just as far, and he keeps stumbling into his furniture and walls. He thinks he should take a shower, but for the love of everything holy, he can't make himself move to the bathroom. He manages to undress himself, but he leaves his slacks and his shirt lying on the floor when he collapses on his bed. The sheets are cool under his skin and he pulls the cover over himself with the last of his energy. By the time he's settled down comfortably, he's more than half-asleep again.

~~~***~~~

Spencer decides to wear his black button-down and the tight black pair of jeans. He thinks that should be classy enough for any club to let him in.

He's at Brendon's at 9 o'clock sharp and lets himself in. The TV is running and Shane's tampering with something in the kitchen. He's already dressed, in dark blue jeans and a tight shirt.

"Hey," Spencer says, as he leans against the door frame. "You look good."

"Thanks." Shane grins. "His Highness is in the shower."

Spencer's slightly panicked at the prospect of making small talk with Shane, but Shane points to the living room. "I'm cleaning up here, so if you wanna watch TV, it'll be okay."

"You don't want help?" Spencer's mom has raised with some manners, although sometimes Spencer's prone of forgetting them.

"Nah," Shane says. "It's drying the dishes and putting everything away and it's easier if I do alone. Thanks for offering, though."

"Okay," Spencer says. The TV's showing an Ace of Cakes special, and there are few things more captivating than cake. Spencer doesn't notice Brendon coming downstairs, until Brendon sneaks his arms around Spencer's neck from behind. Spencer looks up at Brendon.

"Hi," Brendon says, his voice vibrant. "Fancy seeing you here."

"Hey you," Spencer says and he smiles. Brendon leans down to kiss him.

"Missed you," he says.

"Yeah," Spencer says. "I have Monday and Tuesday off."

"I hope you brought enough changes of clothing to stay until Tuesday," Brendon says, "or you'll have to go naked."

Spencer laughs. "I think we can make do."

Then Brendon grins. "I remember this shirt," he says. "I have fond memories of it."

"You do?" Spencer asks. He hasn't worn this shirt in ages, probably not for months, not since ...

"You were wearing it when we met," Brendon says. "How could I forget that shirt?"

Spencer laughs at him. He doesn't mention that he's happy every time he sees Brendon in his cord jacket. There are things his boyfriend doesn't need to know.

Brendon's bouncy and nearly frantic. He sits down on the couch, but jumps up immediately to run into the kitchen. Some loud whispering ensues, and then Brendon comes running back and throws himself back down on the couch. Only to get up and sit down closer to Spencer. Spencer puts his arm around Brendon, anchoring him.

"I'm bored," Brendon says. "I've been home for so long, I've read everything and I've seen everything and I want to move."

"We could leave earlier," Spencer says, purposefully without any emphasis. "If you want."

"The crowd gets better after ten." Brendon looks torn, and Spencer has to laugh.

"It'll be ten by the time we get out there anyway," Spencer says. "Did you already call for a cab?"

Brendon hasn't and by the time the cab gets there, he's jittering in place, jumping from one foot to the other. It's kind of endearing and somewhat annoying. Brendon stops when Spencer wraps his hand around Brendon's wrist. He keeps still all the way to the club, and only springs into action again, when they're in line. He takes both Spencer's and Shane's hands and drags them past the already long line to the entrance.

"Brendon," Spencer starts, but Brendon doesn't react.

"Hi Zack!" Brendon calls at the bouncer, who miraculously does not rip them a new one, but opens the barrier and lets them pass.

"Hi Brendon, long time no see," Zack replies nonchalantly and Brendon grins at him.

"I've been busy with my guys," he says and then Zack seems to notice Spencer. He eyes him intently.

"You're new," he says and Spencer nods. "He know how to behave himself?" Zack asks Brendon.

Brendon laughs. "Yeah, no need to intimidate him," he replies. "We're fine."

And then they're inside the club. It's hot and already full, despite the relatively early hour. Brendon drags them immediately to the dance floor, saying that he needs to shake his booty. Spencer grins at him and lets him have his fun.

Brendon dances with Shane first. Spencer finds himself someone else, a tall, lanky guy, to dance with. They don't click and by the end of the song Spencer gravitates back to Brendon and Shane. Brendon latches on to him like he hasn't seen him in years, and it makes something warm bloom in Spencer's chest. He pulls Brendon in close, enjoying the way he towers over Brendon. Brendon presses even closer, smiling at Spencer. When they dance and their bodies brush, a jolt runs through Spencer and he can't get enough.

Brendon switches between Shane and Spencer, but keeps them both close. Spencer doesn't dance with anyone else, instead he gets them all some drinks.

It's only one hour later when the mood suddenly shifts. Brendon's dancing with Shane, but when Spencer looks at them, he finds Shane watching him intently. His eyes are dark, and his hands are on Brendon's ass, obviously groping him, and Brendon's grinding against Shane.

Spencer doesn't know what propels him to move, but then he's standing in front of them and pulling them apart. Brendon frowns at him, body already turning towards Spencer, but Spencer reaches in and reins in Shane. Shane, who's grinning widely and who shamelessly thrusts up against Spencer, so Spencer can't miss how hard Shane already is.

Spencer's achingly hard himself, and he rolls his hips against Shane. His hands fit neatly around Shane's hips, so he holds Shane close, while Shane puts his arms around Spencer's neck. He's breathing fast, breath puffing against Spencer's face, and it's easy to turn his head a little bit and kiss Shane.

Shane opens up for him, sucks hard on Spencer's tongue and moans. All thoughts of dancing are forgotten, as they make out in the middle of the floor. They gently sway with the throng, letting the crowd move them. Brendon wraps his arms around Spencer's waist from behind, laughing against his neck. He holds on, though, and doesn't force them apart.

Spencer's blood is rushing in his ears, and he feels intoxicated and high, although he hasn't drunk much. Shane's rubbing against him, squirming in his arms. Every time they have to break for air, Shane makes a small lost sound and he always searches out Spencer's mouth again. It makes Spencer feel cherished, wanted, and he wants so much back. Brendon's anchoring them both, and his delighted laughter rings in Spencer's ears. Brendon has hooked his fingers in Shane's jeans, holding them all three together tightly, and he's hard, too, his cock rubbing against Spencer's ass.

Shane whimpers and breaks their kiss. Spencer can hear him panting, and he's not much better off. He feels hot and his shirt is clinging to his sweaty back. Spencer thinks if anyone were to touch his cock right now, he'd come instantly, and while that's hot, Spencer prides himself on having better stamina than that. Usually. But usually he doesn't make out with his boyfriend's boyfriend in the middle of a club.

Spencer tries to pull Shane in close again, but he steps away and then Brendon's turning Spencer around. Brendon's grinning widely and he leans up to press a sweet, close-mouthed kiss on Spencer's lips. It's so different from making out with Shane, but Spencer is releasing a breath he wasn't even aware he was holding and melts against Brendon. Brendon's lithe and small, and usually Spencer's considering himself the rock in their relationship, but now Brendon feels so much more solid than usual and his arms are tight around Spencer's back. Spencer lets Brendon set the pace and they trade little kisses.

Shane's plastered against Spencer's neck, and Spencer thinks it's nice being the middle in that particular sandwich, and then he thinks it would be better even if they were all naked. He breaks the kiss and tells Brendon: "We should go somewhere where we can be naked."

Except that Spencer's voice is shot to hell, raspy and throaty like he's been gargling with broken glass, and the club is loud, so his voice is drowned out completely. Brendon raises an eyebrow at him, and Spencer rolls his hips, one hand on Brendon's hip, one on Shane's. Brendon laughs at him and then he's tugging them both off the dance floor, a weird imitation of how he towed them both onto the floor not that long ago. They didn't have any coats to check and there are always cabs waiting in front of the club, so they get one instantly.

Spencer's body is thrumming with pent-up energy and desire, but the presence of the cab driver makes him suddenly shy. He wants to kiss Brendon and Shane, strip them naked and fucking touch them everywhere, but he feels spread open from wanting it, and from knowing that both Shane and Brendon know that he wants it. He thinks he's never been this scared or hopeful in his life.

The drive only takes a few minutes, the traffic pleasantly light and, at this early hour, more people want to drive into the city than out, but it still feels like an eternity to Spencer. After a few minutes he starts panicking. What if they change their mind? What if they take him back to the house to gently break to him that, sorry, but they're not interested? What if-

Brendon takes Spencer's hand, twining their fingers and holding on tightly. His palm is sweaty and, when Spencer looks over, his eyes are dark and Brendon's the image of turned on. He's smiling and then he leans over. "You're overthinking," he whispers into Spencer's ear. "I can see the little gears in your mind turning. Don't. Everything's okay."

Spencer takes a deep breath and manages to relax a little. He concentrates on the feeling of Brendon's hand in his and he's only a little bit startled, when Shane takes his other hand. They both ground him, and Spencer feels oddly safe, like they're both protecting him. It settles him until they arrive at the house.

Brendon bounds inside immediately, and Shane ushers Spencer after him, while he pays the cabbie. The house is too cool after the club, and Spencer's shuddering in his wet shirt. His nipples are hard and the shirt keeps brushing against them.

Brendon pulls him in close, leaning against the wall and letting Spencer crowd him. "You are so," Brendon starts, but he doesn't finish his sentence before kissing Spencer. He's not shy anymore, pushing his tongue into Spencer's mouth fast and demanding, and Spencer gives him back as much as he gets. He hikes Brendon up a little, so Brendon can wrap his legs around Spencer's waist. Their groins line up perfectly, and when Brendon bites Spencer's lips, Spencer thrusts up sharply.

Spencer hears the door fall closed as if from a far distance, and then Shane's standing next to him, fitting his mouth to theirs. It's shocking sensation, kissing two people at once. Shane licks into Spencer's mouth, and it's all Spencer can do not to come at once.

They kiss for a few minutes until they're all breathless and panting. Brendon's warm and solid against Spencer, and Shane's plastered along his side, and Spencer feels incredibly happy that he gets to have this.

"Oh my god," Brendon gasps. "Fuck, I, we," he gulps in a lungful of air and his cheeks are flushed and he looks so downright edible that Spencer automatically leans forward to kiss him. But Brendon stops him, puts his hands on Spencer's cheeks and touches his forehead against Spencer.

"No," Brendon says. "First talking."

"Brendon," Spencer says. Shane hugs him, holding him tight.

"No, no, no," Brendon says, "talking is important." His eyes are wide, pupils blown, and his lips are swollen and red, and Spencer wants.

"Can't we talk later?" He says. He thinks he's whining, but he doesn't care, he wants to get them all naked.

"Is this a one-time thing?" Shane asks unexpectedly. Spencer stills. He's clinging to Brendon, holding on tight. He feels vulnerable, his feelings so obvious, and he doesn't want to say it out loud. Saying it out loud makes it real, and Spencer would rather have sex with them and pretend. He should've figured they wouldn't let him.

Brendon kisses Spencer's cheek, his nose. "We know," he whispers quietly. "But we need you to say it. We need everyone to go into this with open eyes. Please."

"No," Spencer manages. He speaks so quietly that they wouldn't be able to hear, if they weren't so close to him. "No, it's ... more." His stomach is all knotted up and he thinks he wouldn't be able to take it, if they decided not to risk what they have.

"Okay," Shane says. He kisses Spencer's temple, rubbing his back. "Okay, we can work with that. And figure the rest out later."

"Does this mean I'm finally getting laid now?" Spencer asks. He's breathing hard and fast, and he feels like he ran a marathon. Brendon grins at him and pulls him in for a deep, dirty kiss. Spencer leans against him and enjoys how Brendon fits himself against his body.

"Yes," Shane says, "I think we're all getting laid now."

Brendon starts squirming, "Okay, so let me down, lemme down, bedroom now, _now_." Spencer laughs at Brendon grabs his hand and tugs him up the stairs. Spencer feels jittery, but Shane is right behind them.

"My room?" Brendon asks. Spencer opens his mouth to say _yeah, sure_ , but then he thinks about lying in Shane's bed, smelling him on his pillow, smelling _Brendon and him_ , and he's reduced to a quiet whimper.

"Your room," Shane agrees. He pushes them both toward Brendon's room. "I'll get the stuff out of my room."

Spencer thinks he's being played. Neither Shane nor Brendon seem to be even half as nervous as Spencer is. "You planned this," he says to Brendon who's pulling back the sheets from his bed.

"We thought about it," Brendon corrects him. "Like, it was the only explanation that made sense and Shane had said you had been flirting, so." Brendon shrugs. "We weren't wrong."

"Um," Spencer says. "I thought I wasn't that obvious."

Brendon has to gall to laugh at him, but then he puts his arms around Spencer's neck and presses up close. Spencer can't be mad at him, when Brendon's so close and malleable. "You weren't," he says, "but I have a lot of experience with you freaking out, and it sure as fuck wasn't anything I'd done."

"Sorry," Spencer says. He thinks he's making this whole thing unnecessarily complicated.

"Don't be," Shane says behind him. He drops a bottle of lube and a few condom wrappers on the bed, before stepping up to Spencer and Brendon, hugging them both. "Brendon decided to become celibate back when he figured it out."

"And you?" Spencer asks.

Shane kisses him and grins. "I've always been comfortable in my own skin."

"That's unfair," Spencer says to Brendon. Brendon nods.

"He should make it up to us in sexual favours," he suggests. "Lots and lots of them."

Spencer's partly forgotten about his raging hard-on while they were talking, but now he becomes uncomfortably aware that he's still rock hard and turned on like fuck. "Um," he says.

"Ever so eloquent," Brendon teases him, but then he steps away. He swiftly pulls his shirt over his head and lets it drop on the floor. Brendon looks absolutely delicious. Spencer reaches for him, but Brendon takes another step away and laughs.

"Nope," he says, "first we gotta get naked."

Spencer exchanges an exasperated, but fond look with Shane. Shane's already working on getting his jeans over his hard cock. Spencer has never undressed this fast before. Brendon's giggling makes him look up. Brendon's lying on the bed on his side, looking between Shane and Spencer.

"You're gorgeous," he tells them and he sounds relaxed and happy. Spencer steps out of his pants and crawls onto the bed over Brendon.

"Thank you," Spencer says and leans down to kiss Brendon. Brendon smiles and he keeps their kisses shallow until the bed dips under Shane's weight.

Shane rolls Spencer over on his back, so that he's lying between Brendon and Shane. The way Shane's looking at him makes Spencer shy and self-conscious--he's openly staring at Spencer, running his hand over Spencer's arm, fingertips slightly stroking his skin. Brendon's snuggling up to him on his other side, pressing kisses on Spencer's shoulder, his neck, his jaw.

"I can't decide what I want," he whispers into Spencer's ear. Spencer shudders with each little breath that hits his skin.

"Why?" Spencer asks back. It comes out a bit strangled as Brendon's moving down Spencer's chest, licking and biting at his nipples.

"I want to have you both," Brendon says. "And I want to watch you two. I want, I want so much."

Shane laughs, a low and rough sound that makes Spencer shiver. Spencer reaches for Shane, pulls him in close for a kiss, almost out of instinct. He's had sex with Brendon, he knows how that goes. But Shane, wanting Shane is new.

Brendon giggles again. "Watching it is then." He stays close, his body heat a constant reminder to Spencer that they're not alone. He expects it to feel dirty, kinky, but instead it's comfortable. Brendon occasionally reaches out, touches Shane or Spencer, as if he had the need to anchor himself with them. It feels right to Spencer.

Shane settles on top of Spencer and the first time their cocks brush, Spencer groans loudly. He spreads his legs a little farther and thrusts up hard. Shane moans and he bites Spencer's lip, soothing the sting immediately with a kiss.

"Fuck, you're so," Spencer rolls his hips again, "hot."

Shane grins at him. Spencer's prepared and he thrusts up at the same time as Shane and it feels good. Their cocks are rubbing together, and it's too dry to get them off right now, just enough on this side of rough that it doesn't hurt. Shane's built more compactly than Brendon and Spencer files away all the little differences.

"What do you want?" Shane asks him.

"You," Spencer replies and for a moment he can't understand by both Brendon and Shane laugh. "What?"

"You are adorable," Brendon says as he leans in for a kiss. "Do you want to fuck him?" Brendon whispers directly into Spencer's ear. "Or his mouth, do you want his mouth on your cock, sucking you off? His fingers? Do you want him to fuck you, he's good at that, he's got fucking stamina like you wouldn't believe, do you want him to make you scream?"

Spencer's imagination runs wild and with each new thing Brendon mentions his mind veers off into a different fantasy until Spencer's reduced to a whimpering mess and he wants _everything_.

"Shane," Spencer croaks and he lets his legs fall open even farther. Above him, Shane groans loudly.

"Fuck, yes," he says. "Fingers? Or everything?"

"Fingers," Spencer whispers. "I, um." He's blushing, his cheeks growing warm. He doesn't quite know how to say it.

Shane kisses him and understands him anyway. "Hey, no biggie, not everyone likes to catch."

"Shane's got an incredible mouth, too," Brendon helpfully points out. Spencer shoots him an irritated look, but can't keep it up. Brendon's looking at them both like he's a kid in a candy store. It makes Spencer's blood run hot.

Shane's kissing his way downwards. Spencer's fascinated by his straightforward manner. Brendon never goes the direct ways, he spends ages kissing Spencer, licking his nipples, littering kisses all over Spencer's body before he deigns to even touch Spencer's cock. Shane moves down resolutely, only pinching Spencer's nipple once before he settles between Spencer's legs.

"Up, up," Shane says while he pushes at Spencer's knees. Spencer pulls his knees up, planting his feet firmly on the bed. The motion makes him spread open and Spencer's heart starts beating faster. Shane first presses a kiss against Spencer's hip, though, moving toward Spencer's cock in tiny increments.

Spencer's leaking a lot already, and he feels like he's close to combusting if Shane doesn't touch him right now. Shane rather unceremoniously swallows down the head of Spencer's cock, sucking on it roughly. Spencer groans loudly, arching his back.

"Told ya," Brendon says smugly. He's reaching out for Spencer, lies down close next to him. "Hey," he says.

Spencer whispers back hoarsely, "Hey."

Brendon grins and brushes his thumb over Spencer's nipple. It's already a little nub and Spencer sucks in a sharp breath at the sensation. Brendon leans in to gently bite down on Spencer's earlobe, and he whimpers at that. Shane's sucking his cock shallowly, never taking in more than the first two or three inches, and it feels amazing, tight, wet heat around him.

The first touch of fingers against his entrance makes Spencer jerk. The lube is cold against his skin and he shivers involuntarily.

Shane hums around Spencer's cock and wraps his other hand around the base. He's rubbing gently at Spencer's entrance, giving him time to adjust. When Spencer's ready to relax, he pushes his hand into Shane's hair, pulling it a little bit. Shane immediately pushes in a finger.

Spencer whimpers, overloaded by Shane's mouth on his cock, his finger in Spencer's ass, and the way Brendon's licking and biting at Spencer's nipples. It feels fucking perfect.

"God, keep doing that," Spencer says, when Shane crooks his finger a little bit and brushes Spencer's prostate. Shane pushes in a second finger, which burns a little with the stretch, but then he starts sucking Spencer in earnest, moving his fist in time with his mouth, and he keeps rubbing at Spencer's prostate.

Spencer's hand in Shane's hair tightens, and he thinks it must hurt, but he can't stop himself from keeping Shane exactly where he wants him. He looks down and finds Shane glancing at him, mouth stretched into a grin around Spencer's cock, and then Shane does something with his tongue that has Spencer shouting and fighting not to buck into Shane's mouth.

"Fuck," Brendon exhales next to Spencer. He sounds strained, so Spencer turns to look at him, concerned, but. Brendon's fisting his cock, jerking himself off as he keeps watching between Spencer's face and his groin. "You two are fucking amazing," he says as he leans in for another kiss. He pushes his tongue roughly into Spencer's mouth, kisses him messily and fast.

Spencer manages to wrap his hand around Brendon's cock, satisfied by the low groan Brendon can't hold in when he rubs his thumb over the head, spreading the drop of come that had already collected there. "You're pretty awesome yourself," he replies, when they break for air.

Brendon laughs shakily and he leans his forehead against Spencer's, his breath ghosting along Spencer's face. Spencer moves his hand to cover Brendon's, and Brendon lets him set the pace.

"Want to see you come," Spencer says quietly, and both Shane and Brendon groan.

"You first," Brendon says, "come on, come for me."

Shane steps up his game, taking Spencer in deeper and jerking him harder and his fingers feel utterly fantastic in Spencer's ass, and Spencer's been looking forward to this for so long, that it takes him only seconds to come. The world whites out around him and he thinks he shouts, because fuck.

When he comes to, Shane's still sitting between his legs, lazily fingering Spencer while he licks at Spencer's cock. Spencer's sensitive now and he whimpers and pushes at Shane's head. Shane pulls his fingers out and crawls up to lie next to Spencer's other side.

"That was good," Spencer says, his tongue not cooperating. He thinks Shane laughs at him.

"Glad to oblige," he says and kisses Spencer. He tastes like come and Spencer realises that he must have swallowed, which, oops, but fuck. Spencer can taste himself and, although he can't get hard again so soon after coming, his cock twitches appreciatively.

"Come here," Brendon interrupts and then he's kissing Shane, lying over Spencer, making little noises. Spencer tugs Brendon completely over him, so that Brendon's lying between Shane and Spencer. Then Spencer spoons up behind Brendon and he pulls Shane in closer, so that Brendon and Shane are pressed tightly against each other.

"Hm?" Brendon hums, after breaking the kiss. "Spencer, what-"

Spencer manages to get one hand between their bodies and around both their cocks. Brendon and Shane moan in harmony and Spencer presses his grin against Brendon's neck.

"You have good ideas," Shane says, his voice hoarse and low. Spencer thinks, _he sounds like that because he sucked me off_ , and feels a thrill running through his body.

"Yeah, I do," he agrees and then starts to jerk them both off properly. At first it's a bit dry, but they are leaking copiously, so Spencer uses their pre-come as lube. Brendon presses back against Spencer soon, groaning loudly.

"Spence, I, I'm gonna."

"Want to watch you," Spencer says into his ear. "I want to see you come."

Brendon whimpers, and then he bucks up into Spencer's hand with a shout and comes all over Spencer's fist and Shane and himself. Shane thrusts up quickly two, three more times and he's coming, too, his come mixing in with Brendon's. Spencer keeps jerking them until Shane pushes at his arm and starts to roll away.

"Fuck," Shane says and Spencer feels inclined to agree. Brendon's still lying against him, his body relaxed and malleable now that he's come. He pulls Spencer's fist close to his face and sucks in Spencer's thumb.

It's Spencer's time to whimper and he wishes he could get hard again and fuck Brendon now. Brendon grins up at him with a seemingly innocent face and then offers Spencer his own hand. "Do you want a taste?"

There is no way Spencer could say no to taste them together and he licks a broad swipe over the back of his hand.

"Yep, you fit in right with us," Shane says in a low voice from the other end of the bed. He's grabbed a shirt from the floor and uses it to wipe himself off first, before moving over and cleaning up Brendon. When Spencer shows him his hand, Shane doesn't use the shirt, though, he leans down and meticulously licks Spencer's hand clean.

Spencer wishes he were ready for another go-round, but with his orgasm a deep sense of calmness settled over him and his entire body feels boneless and relaxed. He thinks he couldn't move if the house were about to burn down.

Thankfully Brendon reaches down and pulls the covers over them, then he snuggles firmly against Spencer, waiting until Spencer puts one arm around his waist before pulling in Shane, too.

"We're good?" Spencer asks, as he is about to fall asleep.

"Yeah," Brendon mumbles. "We're fucking awesome."

"What he said," Shane says.

"That's what she said," Brendon replies.

"No, what your mom says."

Spencer grins against Brendon's hair and thinks, _yeah, we're good_. The rest they'll figure out as they go.  



End file.
